Distraction
by htbthomas
Summary: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work? A birthday fic for Jen K. Complete.
1. Chapter 1

**Title:** _Distraction_, 1/?  
**Author:** **htbthomas**  
**Fandom:** _Spectacular Spider-Man_ animated series  
**Characters:** Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating:** PG  
**Word Count:** _Part 1:_ 1,387 words  
**Beta:** Mark C  
**Summary:** Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note:** Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2. Written as a belated birthday fic for **Jen K**. My idea seems to call for a short multi-part fic. Hope that's all right. :)

~o~o~o~o~o~

Peter walked slowly up the sidewalk away from the ice rink. Mary Jane was right. He needed to _focus_ if he wanted to win over Gwen. He had pretty much made a mess of things by not talking about the _kiss_.

It was just with everything going on in his life, especially as Spider-Man, he was being pulled in a million different directions. First this Mysterio character, then Kraven, then being hit by all sides by just about all of his enemies... To tell the truth, he was a little surprised that the Green Goblin hadn't come swooping out of the sky yet with an insane grin and an explosive twinkle in his eye.

Peter shook his head forcefully. _Gwen. This is my focus right now._ He looked up ahead, where Gwen and MJ were walking together arm-in-arm, supporting each other. They both looked pretty shaken up by the events of this evening. He didn't blame them -- being attacked by supervillains and then almost crushed by an enormous Christmas tree wasn't exactly a fun time. And they didn't have a spider-sense to protect them.

Peter increased his pace a little to catch up to them. He couldn't allow himself to get off track. He needed to deal with the Gwen problem, and now, or else she might slip away from him for good.

He was incredibly relieved that no one had been hurt during the commotion tonight. Dousing Kraven with perfume would keep him away for a while, but the hunter would pick up his scent again... and where would he find him? At school? At home? At work? Out on a date?

That stopped Peter cold. What would happen if Kraven attacked him while he was out with Gwen? Could he protect her and his secret identity both? He could only imagine what it would be like for his friends and family if he were exposed to the world...

"Hey, Parker!" He had a moment's warning from his spider-sense before he tripped out of the way to avoid Flash's crutch sweeping at his ankles. "Move it, coward! Let a real man use the sidewalk."

Peter turned an annoyed look on the football captain, who was walking with Liz at his arm. She helped her ex-boyfriend limp along with his cast and crutch, looking concerned.

"What do you mean by that?" Peter said with a frown.

"I saw you run out of there like a scared little puppy the moment those lunatics showed up." He let out an obnoxious laugh. "Didn't want to wet yourself in front of the ladies, huh?" He nodded toward MJ and Gwen ahead of them. "I bet that hot redhead and the nerdette don't want anything to do with you."

Liz chided him, "Come on, Flash, don't give Petey such a hard time. I bet he was going to get help or something, right?"

"Um..." Peter said, rubbing the back of his head with a gloved hand. "I went to get some cocoa. MJ wanted cocoa..."

"Ha!" Flash brayed his laugh again. "_Sure_ you were, Parker. Loser." He pushed past Peter, whacking him on the leg for good measure. "C'mon, Liz."

Liz gave Peter an apologetic look, but stayed with Flash, all sympathy and concern. "Now watch out, you don't want to get hurt on an icy patch!"

Peter grinned slowly at Flash's retreating back. He waited until the jock came near a spot of black ice... then shot out a thin strand of webbing, just enough to catch him off balance. Flash wobbled, tilted on his cast and fell butt-first into a pile of dirty snow by the side of the road.

"Flash!" Liz cried. She held out one of her gloved hands to pull him up but the icy sidewalk couldn't give her enough traction. By the time she turned back to call, "Petey, can you give me a hand?" Peter had ducked into a storefront out of sight. She frowned for a moment, and went back to trying to extract Flash.

When Liz's back was turned, Peter slipped away as soon as he could, rushing up the street in the direction the girls had gone. He hoped that they hadn't already gotten on the subway or the bus for home. The bus stop at Fifth Avenue and 49th Street was just across the street and around the corner. He couldn't put this talk off any longer. Maybe he would be lucky and catch them before the bus arrived...

As soon as he crossed he saw them -- but they weren't waiting at the stop. MJ was leaning against a police car, hands shoved in her pockets. Gwen stood beside the car, talking to her father, Captain George Stacy. He had his arm around her shoulders, speaking to her in a low, concerned voice.

Peter stopped in his tracks, for the second time in fifteen minutes. Captain Stacy seemed like a nice guy, and he'd never gone after Spider-Man directly. But he couldn't have a talk with a girl in front of her father! Peter took a step backward to pivot away.

Just then, MJ turned toward him, lifting a hand in greeting. She gave him a friendly smile and nodded over toward Gwen and her father. Obviously MJ didn't think this was a bad time at all... was she nuts?

Peter took another step backward, waving his hands vaguely around. "I've got a... thing... you know..." he mouthed as he pointed behind him.

MJ frowned with disappointment. She placed her gloved hands on her hips and jerked her head back toward Gwen.

Peter gave her an awkward smile in return and almost made it around the corner of the building before Gwen turned her head and saw him. "P--Peter?" She looked down at the ground immediately, but it was too late. He'd been seen.

"Peter Parker?" Stacy echoed. "Come over here, my boy. Were you involved in that incident back there?" His lined face was filled with concern.

"I--" Peter began, walking back toward the small group, slowly.

"He, uh, went to get cocoa for us," MJ cut in, explaining.

"Ah, then, good. I'm glad you weren't hurt. If it weren't for Spider-Man..." He ran a gentle hand over Gwen's hair and closed his eyes briefly.

"Yeah, he's... kinda great, isn't he?" Peter answered lamely, avoiding the captain's eyes. He was hoping to catch Gwen's instead, but she resolutely wouldn't look at him.

He smiled grimly. "All I know is that he's saved my Gwendy more than once now. Personally, that gives him points in my book."

Peter started to smile. Did the captain actually approve of Spider-Man? What a coup that would be!

Then the captain cleared his throat, and Peter's brief rush of pride dissipated. "But officially, I would love to have a little one-on-one chat with him." He glanced up, as if to see if Spider-Man had received his message.

He had. Just not in the way Captain Stacy was hoping.

Peter glanced toward Gwen again, who was staring off toward Rockefeller Center. What was she thinking? What did _Gwen_ think of the webslinger?

MJ was giving him an amused half-grin. He didn't have to wonder what _she_ was thinking. She probably thought he was the biggest dork in New York City right now. A "distracted" dork at that.

"Well, kids, it's getting pretty late. You'd better be getting home. And stay safe." Captain Stacy put his arm around his daughter to lead her to the patrol car.

"C'mon, Tiger, walk me to the bus stop?" MJ murmured as Gwen was led away.

"But, I--" Peter lifted a hand to reach out toward Gwen. He was letting himself be distracted _again_! "Gwen..."

Gwen finally turned to look at him, before she got into the opened car door, a glimmer of hope in her eyes. Maybe he hadn't completely missed his chance. She opened her mouth--

"Oh!" Stacy said suddenly. "What am I thinking? You kids both don't live that far from us. Get in, I'll give you a ride."

Peter looked from Gwen, who had looked away again... to the captain, who expected an answer... to MJ, who was still wearing that half-grin... and then to the cramped back seat. He gulped.

"Uh..."

He never got to answer. MJ's gentle shove pushed him halfway into the car.


	2. Chapter 2

**Title**: _Distraction_, 2/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 2_: 2,146 words  
**Beta**: **Mark C**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

Peter managed not to land directly in Gwen's lap in the back seat, skating only millimeters from pushing into her. Spider-like reflexes were good for something other than escaping vicious predators. Though when he looked back at Mary Jane, who had bounced in beside him and closed the door, the look in her eyes made him question whether he _had_ actually escaped this time.

"Oh, sorry..." he apologized lamely. Gwen gave him a sort of half-grunt, half-shrug, and stared straight ahead. She was still mad, obviously. Somehow, he had to show her that she _wasn't_ second place.

But how was he going to do that while Captain Stacy was right there in the front seat? He glanced up to see the Captain watching them through the rear-view mirror, waiting for something. The click of MJ's seatbelt suddenly reminded him to do the same.

"We all ready?" They nodded back and the Captain pulled into traffic.

For several city blocks, the ride was completely silent, except for the noises of downtown Manhattan outside the patrol car. He could almost feel the waves of expectation rolling off the girls on either side of him, prickling his consciousness like his spider-sense. But unlike how he always had a ready quip when he was fighting super-villains -- he had no idea what to say.

Then he was saved by Captain Stacy. "So, Peter, how's it going these days?" Saved by the police -- now that was a turnabout. He filed that away for later.

"Going pretty well, actually," he replied cheerfully. "And I got my internship back with Doc Connors. Did Gwen tell you?" He looked over at Gwen hopefully for a reaction. There was none.

"I don't think so, but we've both been so busy lately that I might have missed it. You must be pretty busy yourself."

"Yeah, I guess I am..."

"School, the lab, taking pictures for the _Bugle_, too, right?"

Peter rubbed a hand over his hair awkwardly. "Yes, sir." It seemed like a lot even without factoring in his spider-activities.

"It seems like all you young people are over-scheduled these days. Always on the go! Never have time to rest and simply contemplate life. Why when I was in high school--"

"Dad..." Gwen spoke up for the first time.

"Forgive an old man, Gwendy. But it's all or nothing these days. Constantly busy or completely lazy. At least we don't bust that many kids for loitering as we used to -- they're all inside playing video games."

"_Dad_," she warned again.

"Sorry, sweetheart. Sorry, kids." He turned the corner onto another street, heading toward Queens. There was another long silence.

Peter jumped to fill it. "It would be nice to be less busy." Especially with his rogue's gallery. The size had doubled in the last few weeks. "But I don't see any way around it."

"True." The Captain turned his attention to Mary Jane. "What about you, young lady? Are you as busy as these two?"

"Not really." She shrugged, seeming completely comfortable. "But I might go out for the play in a couple weeks. I hear we're getting a new director."

What Peter wouldn't give to be half as self-assured. "I didn't know you were into acting."

"Yeah, just a little hobby of mine. I hope I get in." She cocked her head to the side and gave both Peter and Gwen a considering glance. "Are you guys going to try out?"

Gwen started up from her seat, spluttering. "Who me? No! That would be terrify--I mean, I'm pretty busy after school working at the lab..."

MJ turned her attention on him. Peter lifted his hands in supplication. "Not me, either. Me, an actor? Pretending to be someone I'm not?" he joked. "I'd be terrible."

MJ smirked and shook her head. "The acting world's loss, Tiger. You will come see me if I get a part, though, right?"

"Of course!" he and Gwen asserted at the same time. And then they both laughed uncomfortably before falling silent again.

Before Peter knew it, they were pulling up in front of Mary Jane's house. Peter hadn't ever been here before, but he was surprised at how close it was to his house.

MJ slipped out of the car. "Thanks for the ride, Captain Stacy. Gwen, give me a call later, okay?"

"Okay." Gwen waved as MJ shut the door.

The patrol car was moving again, to go around the corner toward Peter's house. The police radio crackled, and the Captain reached over to turn it up. Peter decided this might be the best time to say something to Gwen without her father overhearing.

"Gwen," he whispered.

"What," she whispered back, her voice flat.

"Can we talk? I'm really sorry for--"

Suddenly the car stopped. "Kids..." The Captain turned toward them, concern on his face. "There's a situation downtown. Can I let you two off here? It's only a little farther to Peter's place. Gwen, you can wait with Peter and his aunt until I get back."

Peter finally tuned in to what was happening on the radio. _"Repeat, 10-31 in progress, all units report..."_ A bomb threat? Peter stiffened. Spider-Man might be really useful in this situation -- but the Captain had just asked him to stay with Gwen, and there wouldn't be a better time to talk. She'd be a captive audience... and May's homemade chocolate chip cookies could warm the coldest heart.

"Sure, Dad," she answered and opened the door. "Or I could just walk from here. This neighborhood's pretty safe, you know."

"I'd feel safer with you at the Parkers. I--"

"Okay." She finished getting out of the car and waited until Peter was on the sidewalk before adding, "Stay safe, Dad."

"As always." He waved and turned the car back toward downtown.

Peter and Gwen watched him go. He wondered just how serious the bomb threat was -- and what sort of sicko tried to place a bomb at Christmastime? It sounded like the police had it well in hand... but if the culprit was a super-villain, how well would they fare? Maybe he should walk Gwen to her own house instead and then take off. Aunt May wasn't expecting him at any certain time, after all...

Lost in his own thoughts, he didn't notice until Gwen was partway down the block, walking toward his house. He was doing it again -- becoming distracted by his spider-duties. He turned, calling, "Gwen!" To her credit, she didn't speed up. She simply stopped, looked back at him, and waited.

"Hey, um, what I wanted to say back there in the car..." he began without preamble once he had caught up. "...it was really dumb of me not to say anything about the time we..." He scratched at his head. "...kissed."

That admission earned him a "Hmph" of agreement.

"And I _don't_ think you are second best," he continued. "You could never be! You're practically my oldest friend, Gwen."

"Friend, huh?" Her tone was even flatter than in the car.

"Yes! I mean, no... I mean, you could be a lot more than a friend if we wanted!"

"_If_ we wanted, huh?" Now the temperature was dropping.

"Please, Gwen, I'm trying..."

"Maybe not hard enough." Her voice was as hard as ice. "I put everything on the line by kissing you, and all you can do is stammer, and explain and apologize."

"What else can I do?" Peter was completely at a loss.

"Well, for _one_ thing..." The ice shattered into a storm. "You can meet my eyes, and talk to me at school, and stop flirting with every girl around you."

"Flirting? Every girl?"

"Oh, I don't know..." She counted off on her fingers. "Liz... Mary Jane..." She paused and then she added another finger. "_Liz_..."

"That's..."

"I know, but she _should_ be counted twice. As much as she touches you and coos 'Petey' around you..." Gwen shuddered.

"Mary Jane is just a friend, Gwen." _A really gorgeous friend, but she's never shown any interest in me._ "And I think she wants you and me together more than we do."

"And Liz?"

"I study with her sometimes... I don't know why she wants to hang out with me, okay? To get even with Flash? I dunno. And after today, she seemed like she would rather nursemaid him than talk to me."

Gwen's face looked pinched. He wasn't going about this very well...

He tried again. "But I like you, Gwen! A lot!"

"You like me?" She seemed mollified for a moment. "Do you _like_ like me?"

He didn't know what he felt right now. Was it more than just friendship? He wanted to like her more, he wanted to see where things would go if they tried dating instead of just hanging out...

He obviously waited too long to speak.

"Question answered." She shut her mouth with an audible snap, turned on her heel and stalked toward his house.

Peter caught up with her easily, but kept silent. He'd really messed up this time. Those were going to have to be the best cookies ever... or she might never open her mouth around him again.

"Peter! Gwen! Come in!" May said as she opened the door. "You both look chilled to the bone. Would you like some coffee? Hot cocoa?"

Gwen was perfectly civil, even friendly toward his aunt. She wouldn't even acknowledge his presence, even to take a gaily decorated cookie from the tray he offered. If May noticed, she pretended not to, asking questions of Gwen and bustling back and forth from the kitchen.

If Gwen was going to pretend he wasn't there, he might as well check the news. Hopefully the bomb threat was taken care of and Captain Stacy was on his way home already.

_"...outside of the Plaza Hotel and police have surrounded the building. From the information we've received, there appears to be a single man inside the lobby, threatening to detonate a bomb unless his demands are met."_ The reporter on the scene looked calm, merely concerned on behalf of the viewers.

_"Do we know yet what those demands are?"_ the news anchor asked.

_"Not yet. Apparently police are still in talks with him, as well as developing an extraction strategy. Police Captain George Stacy released this statement earlier..."_

Gwen's father's face appeared on the screen. _"We have our best negotiator on the scene. We are confident that we can resolve the situation with no loss of life. We will keep the public informed of..."_

"Oh, dear, I had no idea it was so serious. Are you going to be all right?" Aunt May asked, sitting down again after setting a tea kettle on to boil.

"I'll be fine." Gwen sighed. "But it looks like it might be a while before he comes home."

"Oh, sweetheart, we have a guest room you can use. Would you like to stay here tonight?"

"I..." She looked at Peter for the first time since their fight on the street. It was obvious she didn't want to go home and worry alone.

"Please, Gwen, it'll be fine," he assured her. It might be a little awkward at breakfast, but he agreed with his aunt. Gwen shouldn't be alone tonight.

"Yes, dear. I have an extra robe, some toiletries you can use..." May urged Gwen up from the couch by her elbow, pulling her toward the staircase. May was good at making a person go along with whatever she wanted. "We'd be happy to have you."

"O... kay..." Gwen said, throwing a last glance at the television. "Thanks..." They went up the stairs.

Peter slumped down into the couch a little further. Would either of them sleep very well tonight, knowing that another confrontation might happen tomorrow? Not to mention that he might be up all night trying to come up with another way to apologize.

His attention was drawn by the TV again. _"Apparently there has been a break in the negotiations. The terrorist has demanded that he speak to the press directly."_

_"Can you get the camera close enough?"_

_"It looks like the SWAT team is parting to let us through..."_

Peter leaned forward, tense with interest. Maybe he couldn't be out there helping, but the safety of his city was very important to him.

When the cameras zoomed in, Peter could see that the man had a full-face mask on, obscuring his identity. He wore a hunter's vest with wires leading to an explosive on the outside of his body. He pulled up the edge of his mask just enough to uncover his mouth, shouting so he could be heard.

_"I won't talk to the police no longer! If they can't gimme who I want, then maybe he'll hear me this way!" The man raised the detonator in one hand, and shouted toward the sky. "I want **Spider-Man!**"_


	3. Chapter 3

**Title**: _Distraction_, 3/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy, Aunt May  
**Rating**: PG  
**Word Count**: _Part 3_: 2,101 words  
**Beta**: **Mark C  
****Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

Peter was stunned for only a moment. Then he was up off the couch and hurrying upstairs. He caught May and Gwen just as his aunt was showing the girl where the towels were. He stretched and gave a big yawn. "I think I'll turn in, now, too, Aunt May. 'Night, Gwen," he added with a wave. She didn't wave back, but he caught a flicker of something in her eyes. He hoped it wasn't more annoyance.

In a matter of seconds, he had plumped the bedspread and pillows to look like he was sleeping, and locked the door quietly for good measure. He hoped Aunt May wouldn't even try to come in his room. And if she did, that she would think that he was being modest with a girl in the house. She'd never discovered his bed empty before... but every time he slipped out at night, he worried about what she would do that first time.

He was into the air and swinging down his street before the shower turned on in the bathroom down the hall.

~o~o~o~

"Where is he?!" the terrorist shouted, looking more deranged than he had on TV. "Doesn't he know how many people will die if he doesn't show up?" His heavy vest twinkled with yellow lights.

Peter shivered and crawled closer, staying out of sight of the cameras and police helicopter. He had only been on the scene for about a minute. He needed at least a couple more to determine the best angle of approach.

"Now, take it easy," Captain Stacy spoke through his megaphone. "Spider-Man may not even know you want to talk to him... it's not like we have a signal light we can turn on." Stacy's mouth curled up in amusement before he became serious again. "What if he doesn't show up at all?"

"Oh, he'll show up all right, if he knows what's good for him." The terrorist shifted the bomb vest across his chest. "He has to show up..."

Peter wasn't sure what that was supposed to mean. Who was this guy? He didn't recognize the man or his voice, but those could easily be changed. He could be some glory hound looking to make a name for himself... or someone who had a twisted sense of entitlement...

In the end, it didn't matter who it was. He had to somehow get the bomb away from all those innocent people in the hotel. And then try to disarm it, using only his spider-sense as a guide. They certainly hadn't covered this in science class.

"Let's be reasonable, here, son," Captain Stacy tried again. "There's no going back from this. Once you set off the bomb, you will be dead as surely as any of us. Just put the detonator down. Help us help you..."

"No one can help me!" the man screamed. He sounded like he was on his last thread of sanity. Or it had already snapped. "I might as well be dead! After Spider-Man put me in jail, my family left me, I've got no money, no prospects... no nothin'!"

This must be one of the many faceless goons Spider-Man had helped put away. Peter was going to have to talk him down. And failing that? Well... he refused to think of what that would mean.

The terrorist lifted the detonator high, and the police, in their wide circle around him, took an unconscious step back. "Where are you, bug?!"

Peter couldn't ask for a better opening. Sailing downward on a gossamer strand of webbing, Spider-Man landed on the light post several yards away. "Bug? I know it's a lot to ask that you learned the difference between a bug and an arachnid in elementary school, but I--" He did a flip over the man's head to land on the other side of him, hoping that his chatter and acrobatics would confuse the man. "No, you know what? I've long given up hope that the criminal element would have taken advantage of this city's fine schools..."

"A criminal? Is that what you think I am? I take one lousy job because I'm down on my luck, and suddenly I'm a criminal?"

Spider-Man shrugged and looked slowly right, then left, at all the law enforcement personnel around them. "If it quacks like a duck, and looks like a duck..."

"Yeah, well, I'm sure you'd love to put me back in jail, Spider-Man, but I don't think you're going to get the chance."

Spider-Man cocked his head to the side in mock-confusion. "And why's that?"

"Because you're going to be a little busy." As Peter's spider-sense flared, the man suddenly brought his hand up from his side pocket. Lying flat on his palm was a small mechanism, lit from within by a yellowish glow. He tapped a button on the top and heaved it into the air. "Catch!"

Peter was only half-aware of the sound of weapons being cocked all around him as he leapt after the device. He shot a web to catch it, but it tore through easily, moving under its own power.

He leapt straight up into the air, using the top of the lamppost to slingshot himself after the device. Maybe if I can just get it far enough away from the crowd, they'll be safe. His fingers seemed to press his palm in slow motion, sending a thin stream of webbing to trap it again...

He had intended to sweep the device up and out away from the hotel, but just as his webbing touched it, it exploded into a brilliant yellow ball of light. He heard the crowd gasp below. Peter closed his eyes against it, expecting to be ripped to shreds...

Instead, his spider-sense kicked in just in time for him to touch down on the side of a nearby building. He didn't feel blown to bits. In fact, he couldn't feel any pain at all, even though the thing had exploded almost in his face. The worst he sensed was an acrid smell of chemicals, quickly fading. He ventured to open his eyes.

The light was shimmering out, a faint explosive haze where the device had exploded. He jerked his eyes back to the courtyard in front of the hotel. Had this been a distraction ploy? To keep him busy while the terrorist did something far worse? Idiot! He launched himself back toward the hotel.

He landed on the light pole again and looked down to see the terrorist -- not blown to bits, not menacing the crowd, not even laughing at Peter's expense. Instead, he was lying prone on the steps, a wide circle still separating him from the police.

Everyone seemed to hold their breath as they waited for something to happen. After a few minutes, the SWAT team leader took a tentative step forward, waving his comrades to follow him.

"Wait!" Spider-Man called. The leader looked up at him through his Plexiglas mask. "Let me go first..." He swung down to alight beside the man, trusting his spider-sense once again to warn him in time.

Spider-Man slowly squatted beside the man, noting a couple of things. The man seemed to be alive, his breathing steady and even. The yellow flashing lights were now dark, and Peter could sense a whiff of the same chemicals as the fake bomb. The detonator lay in the man's slack hand. Spider-Man reached a gloved hand toward the bomb strapped around the man's chest...

...and touched it. His spider-sense stayed quiet.

He stood and waved the police over cautiously. "He's out cold. I don't know what happened -- did anyone see?"

The leader came a few steps closer. "He just fell over, immediately after the device exploded above you." He gave another hand signal and his team fanned out around him.

"That's... odd." It was the only thing he could think of. Why call him here over broadcast TV, distract him with a fake bomb, and then simply pass out? If it were a trap, wouldn't his spider-sense be warning him of impending danger? The worry settled back deep into his brain, to be picked over another time.

By this time, the bomb squad experts were working on the vest, dismantling it relatively quickly. "All clear," the leader called.

"That's my cue to skedaddle. I'll come back to see you when he wakes up." Peter was up and sailing over their heads before anyone could reply.

But he didn't go far. He watched, frowning beneath his mask, as they cuffed and loaded the unconscious man into the back of a police van. The crowd of reporters and bystanders began to disperse, as well as a fleet of police cars with flashing lights. One of the last people to leave was Captain Stacy. Staring off in the same direction as Peter's hiding place, he rubbed at his chin, and then slowly got back into his patrol car.

Well, he couldn't wait around any longer, no matter how confused he was about the night's events. It seemed to be one thing after another, with a super-villain gang on his tail early in the evening, and now a terrorist at night. Were they related? Just a coincidence? He didn't know. He was going to have to rely more on his brains than his quick reflexes for this one.

He had to go. He should easily beat Captain Stacy back to his house, but he didn't want to take any chances. With a last look back at the now-empty steps in front of the Plaza Hotel, he took off for home again.

He never saw the shadow that detached itself from a nearby building a few moments after he left.

~o~o~o~

As it was, Peter barely had time to throw a pair of pajamas over the top of his spider-suit when the doorbell rang. The captain must have come straight to the house without stopping by the station first.

Peter's hair was suffering from an acute case of mask head, but it probably looked enough like bed head to pass. He unlocked the door to his bedroom and stumbled down the stairs, rubbing at his eyes. Gwen was already downstairs, putting a coat over her borrowed nightdress.

"Thanks for taking care of her, May. I really appreciate it," Stacy said with a nod.

"Oh, it was the least I could do. After what we saw on the news, we didn't know when you might arrive back home." May smiled and patted Gwen on her back.

"And Peter," Stacy said, noticing Peter coming down the stairs, "thanks to you, too. Sorry to wake you up." He held out his hand for Peter to shake.

Peter yawned for good measure. "No problem." Then he took the Captain's proffered hand and gave it a brief squeeze. "I guess everything went all right tonight?"

"Yes, after Spider-Man arrived, it—" He stopped, wrinkling his nose for a second, then continued in an odd voice. "—it wrapped up quickly."

"No one got hurt, then?"

"It was very anticlimactic," Stacy answered, eyes narrowing.

Peter tried not to react to the captain's suspicious stare. He still had his spider-suit on under the pajamas. Was it visible, did he...? He barely kept his eyes from widening as he realized that he might still have some of the chemical smell on him...

Then the Captain relaxed and held his elbow out for Gwen. "Come on, honey. Time to get you in your own bed."

"That sounds great," she replied with a sigh, the first words Peter had heard from her since coming downstairs. "Thanks for having me, Mrs. Parker." Not a word of thanks for Peter, though. Peter wondered how long he would have to endure this silent treatment.

Stacy looked between the two teenagers for a moment before his face opened up in a wide smile. "Why don't the two of you come over for lunch the day after Christmas? I'm sure we'll have a ton of leftovers to get rid of."

Gwen's eyes flared with panic. "Dad, it's the holidays. I'm sure they—"

"Oh, it would be lovely, Captain," May agreed, cutting off Gwen's protests. "I'll probably have some extra pie to bring over for dessert."

Gwen smiled tightly, and then turned away. Despite her reaction, Peter felt a brief flash of hope. Maybe he'd get his second chance?

"Then I'll see you Saturday. It's been too long since you've been over." He waved and started with Gwen for his patrol car. Then he turned back and gave Peter a significant glance. "It will be nice to chat."


	4. Chapter 4

**Title**: _Distraction_, 4/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 4_: 2,100 words  
**Beta**: **Mark C**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

Christmas Day came and went without incident. It seemed that criminals were indeed taking the day off with everyone else. Peter spent most of the day wavering between anticipation of the dinner at the Stacys, and dread at the same. This could be a chance to finally fix things with Gwen, or it could be another nail in the coffin. And it didn't help the butterflies in his belly that Captain Stacy had behaved so oddly when inviting him to dinner.

What would it be like to get to know someone on the police force? Would the captain become his ally... or his adversary? How awkward this whole thing could turn out to be. Peter had never considered this until Christmas Eve, and that odd conversation.

It was giving him a real headache, almost like a constant spider-sense tingle that never went away. Except that that there was no actual danger around. He felt it at the breakfast table, on the subway, in the mall...

Peter felt a tug on his elbow, reminding him that he should keep focused on what he was doing. He blinked and turned toward Mary Jane, who was standing next to a display of glittery half-price Christmas pins. "Come on, Tiger. That gift for Gwen isn't going to pick itself out."

His expression turned sheepish. "No. That's why I brought _you_ along."

She gave him a knowing grin. "Wow. Those smarts are good for something other than science?" Then she grinned even wider and waved for him to follow her. "What do you think she would like?"

"I have no idea..."

"I mean, I've only known Gwen for a few months... haven't you been friends for years?"

She had him there. "Yeah, but... I dunno. You seem to be able to read people."

"Really? Thanks." He could tell the compliment pleased her, and it was only the truth. She had seamlessly woven herself into their lives in a very short time. "Now let's go find that girl something she'll love."

As they walked, Peter's eyes simply glided over the displays of Christmassy knickknacks... and even though he didn't have much money to spend, who gave a Christmassy present the day _after_ Christmas? His eyes wandered to the left, toward the jewelry counter...

"Uh uh, no. No jewelry." MJ's voice was firm.

"Why not?" He hadn't seriously considered it, but he was curious.

"You're not even dating, right?"

"No... not yet, anyway."

"You want to be, though. Jewelry is for a long-term relationship." MJ took him by the elbow again and steered him in another direction. "Or a promise of something more. You two don't even really have _something_."

"Then what _should_ I get?"

"Something personal, a gift that shows her who you are. That you want to share that with her."

"Okay..." He rubbed at the back of his head with his hand. "I have no idea what that could be."

She chuckled softly. "Let's just walk around. I'm sure the right gift will catch your eye."

He shrugged. MJ probably knew better than he did about gift-giving. The best presents he had given lately were web-wrapped for the police.

They wandered down the aisles, passing by the clothing area (he didn't even know what size she was), the shoes (did she even like shoes? It seemed like most girls did, but Gwen wasn't 'most girls'), the accessories (the only thing she ever carried was her backpack)... They had almost made one full circuit of the store, and nothing had caught his attention. Nothing except the darned odd feeling on the back of his neck.

MJ was different. She had stopped several times to feel the fabric of a sleeve, to check the height of a heel, to sling a purse over her shoulder and twirl around. But when Peter lifted his eyebrows to ask if Gwen might like it, she simply gave him a small shake of her head.

After the fifth time they had stopped, Peter threw up his hands in frustration. "I thought we were here to get something for Gwen!"

"We are..." she answered in that smoky voice of hers. "But can't a girl do a little browsing herself?" She winked. "Oh, I bet that scarf would look amazing with my new jacket..." MJ wandered off toward yet another display.

Peter's shoulders slumped in defeat. Maybe he should just bring a bouquet of flowers.

A few yards away he saw the toy section, which looked like it was pretty empty after the Christmas rush. He wandered over, curious about what kids were into this year. His own box of action figures were packed away in the attic, now that he was too old for them. Well, maybe not _too _old. He was enough of a nerd to have several in mint-condition boxes. But who needed toys like that when he was now a living, breathing action figure himself?

Suddenly he noticed a shelf full of stuffed animals. Girls liked those, didn't they? He could give her a teddy bear, and when she cuddled up with it at night, she could think of him... That thought made him blush a little. He shook his head of the thought of Gwen in bed and started searching for just the right one.

He picked up small bears, large bears, dogs, cats, and lions (he was uncomfortably reminded of Kraven's pet, and he put it right down). Nothing really seemed to say Gwen. At the end of the display, a red-booted foot stuck out, mostly covered by a large purple-furred ape. Peter pulled it from below the ape and his mouth dropped open in surprise. He was holding... a stuffed version of himself.

Well, not Peter Parker, of course, but Spider-Man. He knew there were toys out there - action figures and posters and even bed sheets - but a cute and cuddly stuffed doll? He squeezed the doll's feet, and hands (which were posed in a web-shooting position), but thankfully no sounds came out. If the thing had started singing "The Itsy Bitsy Spider" he would have wet himself. Who the heck would want something like this?

"Oh, my goodness, that is _adorable_!" MJ was suddenly beside him, plucking the doll out of his hands. "With its cute little white eyes and little black spider-webs... he'd be like a girl's own personal protector, watching over her while she slept!" She continued to coo over it, hugging it to her chest.

Peter blushed even harder at this. It was one thing to imagine Gwen curled up with a teddy bear, but a completely different thing to imagine... himself! Even a small plushie version. And the way MJ had it pressed against her chest...

"You should _totally_ give it to her." She shoved the doll back into his hands.

"What? Really?"

"Oh, yeah. I mean Spider-Man is already like her protector. And this will be a reminder of that... and of you."

Peter started and looked into her face with alarm, almost dropping the doll to the floor. She was wearing a mischievous smirk, and her chin was tilted downward as if she were in on a secret that just the two of them shared. "Wh-what do you mean by-?" he stammered.

Just then, his spider-sense suddenly tingled strongly, and out of the corner of his eye he glimpsed a flash of yellow. He whirled, already feeling off-balance by MJ's insinuations and the constant unease he'd been feeling for two days. But instead of danger... he saw Flash Thompson clunking his way toward them on his crutches, Liz following behind. The cheerleader was carrying a couple of shopping bags, probably Flash's purchases.

Before he could duck out of sight, he heard a cry of, "Petey!" followed by and an unbelieving, "Parker, is that you?"

"Hey, guys," MJ greeted, completely nonchalant.

"Uh, yeah, hey," Peter added with much less enthusiasm.

Flash brayed a laugh, and pointed at Peter. "What's that you've got? A toy? Didn't get enough from Santa this year?" He snatched the Spider-Man doll out of Peter's hands.

"It's not for me, it's-"

"Spider-Man?" Flash actually looked more clueless than normal. "As a stuffed animal?"

MJ stepped in and took it from the jock smoothly. "I think they call it a plushie, big guy. Isn't it adorable?"

"Yeah, it's sweet," Liz answered unenthusiastically. She edged away from Flash and stood closer to Peter. "Is he getting that for you?" She didn't sound very happy about the idea.

"Oh, no. But I might get one for myself someday." MJ winked at Peter, and he fought not to blush even harder than before. If she kept this up, his face would be redder than the costume below his shirt.

Peter took it from MJ quickly. "I-It's for Gwen. A late Christmas present."

Liz, who had seemed happy for a moment that the gift wasn't for MJ, was unhappier than ever. "That's Petey, always so thoughtful," she said wistfully.

"Yeah, when he puts his mind to it, he can be a real gentleman."

The air was getting so thick with tension between the two girls that Peter wished he could swing off on a strand of webbing.

Flash broke the tension with a laugh. "For Gwen? Oo... nerds in love..." He reached over to muss Peter's hair, but Peter ducked away easily. "I gotta say though," Flash gestured at the doll awkwardly with one crutch, "you got surprisingly good taste, Parker. Spider-Man merchandise was really popular this year. As it _should_ be."

"It was?"

"Yeah, I suppose even the web-slinger has to make a buck, right?"

Peter frowned, but kept silent. Not a cent of that was coming his way, but it wasn't as if he could sue the company for copyright infringement. Not without exposing himself.

"He probably gives it all away to charity, or something," MJ said thoughtfully. "Why else haven't we seen the 'Spider-Mobile' cruising down I-278?"

Flash seemed to mull this over. "Yeah, that would be just cool enough for him." He turned to leave. "C'mon, Liz, I gotta get home in time for dinner. See ya later, Mary Jane, loser."

"We'll sure miss you," Peter snarked under his breath. He gave serious thought to making a web-tripwire between Flash and the exit doors. How lovely it would be to see the arrogant jerk sprawled flat on the marble tile...

He resisted, sighing. If only Flash weren't such a fan of his alter-ego.

MJ grabbed his elbow again, steering him toward the cash registers. "You've got to get home to dinner, too, don't you?"

"Yep." He started to dig in his pocket for his wallet. "Hey, MJ... what did you mean back there about this doll reminding her... of me?"

She stopped and gave him a serious look. Then her eyes twinkled and she was all light-hearted smiles. "Because you gave it to her, silly. What else would I mean?"

After they left the mall, they started to walk toward the subway station, but Peter stopped. He still had to wrap the gift before he and May went over to the Stacys, and web-swinging was faster than any other form of travel for him. "You know what? I'm just gonna take a cab. Aunt May asked me to pick up some whipped cream from the store before I came home. You can go on without me."

"Sure, Tiger. Good luck tonight."

"Thanks. And thanks for coming along with me."

MJ gave him a hug and a peck on the cheek. "I'm sure she'll love the little guy, but remember, the best gift you can give her..." She stared straight into his eyes. "...is your time and attention."

"I'll try to remember," he promised.

She gave him a cheery wave and set off for the subway entrance.

He went around the corner, pretending to flag a taxi down as he turned, but he dropped his arm once he was out of sight. He ducked quickly into an alley nearby and changed out of his clothes, placing them and his gift into a web-sack. Then he leapt into the sky, swinging away. Strangely, the weird headache seemed to disappear as he left downtown. Maybe he had just been nervous about getting the right gift, and now that he'd taken care of that...

Of course, the butterflies in his stomach hadn't gone away. He tried to fly faster than they could flutter.

Back at the subway entrance, MJ waited patiently by the railing above the stairwell. Once she saw the red-and-blue figure swing away, she gave a small smile and descended toward the platform.


	5. Chapter 5

**Title**: _Distraction_, 5/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 5_: 1,960 words  
**Beta**: **Mark C**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

"May! Peter!" George Stacy's smile was open and welcoming as he opened the door. "I'm so glad you could make it."

"Oh, you're a dear." May patted the Captain on the arm. "It's like I said, what else would we do?"

Peter added, "Thanks for inviting us." He fervently hoped he didn't have anything else to do. Even though things had been quiet, crime-wise, since Christmas Eve, Peter wasn't naive enough to believe they would stay that way.

"I'm glad to have you here, to have both of you." George gestured into the living room for them to come in.

Peter set his Christmas gift on a side table beside the stairs and glanced around -- no Gwen. Was she in the kitchen? He could hear sounds from that direction. "Where's--?"

"Gwen?" George called toward the kitchen. "Our guests are here."

"Coming, Dad..."

Peter tried to make out the tone of Gwen's voice -- was it negative or positive? -- but all he heard was the polite voice she used with her father.

Gwen came in a moment later, bearing a tray of rolls. "Hi, Mrs. Parker. Hi, Peter." She met Peter's eyes, then, and unless he was imagining it, he saw a spark of hope.

"Hi." He nodded at her tray. "Those look delicious."

She added a pleased smile to her hopeful eyes. "Thanks."

"Everything looks wonderful." May swept past them with her pies to lay them on the kitchen counter. "I hope we'll have room for these!"

"I could be stuffed to the gills, and still find room for your pie, Aunt May." That was no flattery -- Peter really could. Aunt May's pies were legendary.

Aunt May squeezed him on the arm as she walked back past. Gwen seemed to watch this exchange with interest, George smiled thoughtfully. Peter hoped he was making a good impression.

With a brisk, "Shall we eat?" from George, the four of them sat down to the meal.

Conversation around the table was light, and thankfully, Gwen had stopped the silent treatment. It seemed that just being here when he was expected was helping Peter's cause.

"So, Peter..." George began after finishing his mashed potatoes, "How's your job at the Bugle going?"

"It has its ups and... and downs." Peter swallowed, realizing the unintentional double entendre too late.

George gave him an enigmatic look. "I can imagine."

"It's, it's just that Mr. Jameson is never happy with my photos. And he never wants to pay me what I know they're worth. Luckily, I have Mr. Robertson on my side or I'd probably never get more than a few bucks for each one."

"Every little bit helps out, dear." May assured him.

"I've seen your photos." George took a roll from the tray and buttered it. "They're very impressive. How do you get some of those shots?"

Peter tapped his nose, and tried to keep his voice light. "Trade secret. Some of the other freelancers would love to know."

George chuckled. "I suppose we all have our little secrets. But some of the angles on the ones you got last week--"

George was cut off by the ringing of the phone. Almost simultaneously, Peter's cell phone vibrated in his pocket. _I bet that's Jameson. Speak of the devil_. Peter didn't have any photos of the events of Christmas Eve -- having any would have made the Captain suspicious. And he didn't have any desire to get chewed out over the phone while sitting at the table with Gwen. He ignored it.

"Excuse me." George got up from the table, picked up the phone, and frowned slightly. "I'd better take this." He stepped around the corner and out of earshot. Gwen sighed and pushed her green beans around her plate.

May noticed immediately. She asked brightly, "So, Gwen, we've heard about Peter, what's going on with you?"

"Me? Nothing much." She snuck a glance at Peter, which made him blush a little. Peter knew she wanted more to be going on. Gwen continued, "I'm enjoying my internship with the Connors. There's so much to learn."

"And you get to spend more time around Peter, too, don't you?"

"Yes." It was Gwen's turn to blush. "There's also this new doctor, Dr. Warren? He's... I dunno. Different?"

Peter looked at her in surprise. He hadn't realized that Gwen had picked up on that. "Yeah, something's.... off about him. But maybe we just need to get to know him better."

"Yeah, you're probably right. I guess not everyone can be as easy to work with as the Connors."

The Captain came back into the room, carrying his police jacket.

May set down her fork. "Oh, no, George. Do you have to go?"

"Yes, there's a situation developing downtown, and as much as I want to stay here..."

Peter straightened. The tingling headache came back with a vengeance. "What kind of situation?"

"Nothing you need concern yourself with. I doubt Spider-Man--" George cleared his throat. "He probably won't even show up. But they do need me, so..." He looked to his daughter for permission.

"Go, Dad," Gwen said in a firm voice, different from the resigned sigh she had given earlier.

"We'll save some pie for you," May promised.

"You ladies are too good to me." George walked over to Gwen and gave her a kiss on the top of her head. "I'll be back as soon as I can."

As George was leaving, Peter's phone vibrated again. Jameson probably wanted photos of whatever was going on... Peter mentally shook his head. There were other photographers at the _Bugle_. People who were on salary. They could handle this one.

"Your father is a very dedicated man," May said quietly. "You must be proud of him."

"I am..." Gwen said, her brave face melting away again. "And I feel so guilty that I want him to stay when other people need him so much."

May reached across Peter to lay a hand on Gwen's. "But you need him, too, right?" At Gwen's nod, she squeezed her hand. "There's nothing more important to him than you, dear. Remember that." Then May stood and looked at Peter and Gwen. "Who's ready for some pie?" she announced.

Gwen raised her hand meekly.

"I'm always ready," Peter half-joked.

"Wonderful! You kids go sit in the living room. I can get the dishes and the pie, too."

May wouldn't let them argue with her, and practically pushed them away from the table. Peter was more than a little suspicious that she was trying to leave them alone for a while. Gwen's embarrassed smile showed that she knew exactly what was going on, too.

They sat on opposite ends of the couch. Peter looked down at his hands, struggling with how to start. Gwen seemed a lot more receptive to listening to his side of the story tonight. But he still worried that he would mess up again. He looked over at Gwen. She was also looking down at her hands.

"Um..."

She looked at him. "Yes?"

Could this get any more awkward? "I..." _Parker luck, please stay far away from me..._ "I..." He shifted, and his eyes fell on the Christmas gift. "I got you a present."

Her eyes widened in surprise. "You did?"

"Yes." He stood up quickly and went over to the side table where he'd set the gift upon coming in. "I hope you like it."

Gwen took it in her hands and slipped a nail between the edges of the gift bag to part the tape. "I'm sure I..." She stopped when she saw what was inside. She was silent a long moment, so long that his stomach clenched. Then she spoke. "Oh, Peter..."

"'Oh, Peter, I like it?'" he finished hopefully.

She turned to him with a broad smile. "I love it. I don't know how you knew..."

A warmth flooded through him at that smile. "Knew what?"

"Well, I've always sort of felt like Spider-Man was... sort of... looking out for me? Especially ever since the Thanksgiving Day parade. And then he was there the other night, too..." Her voice drifted off as she picked up the Spider-plushie and stared into its white eyes.

"Maybe... maybe he is."

She looked up at him in confusion. "Did he tell you that?"

And just like that, Peter was on the spot. Should he tell her? After the way she reacted to her father having to leave, could Peter deal with disappointing her all the time? "N-No..." he finally stammered out. "Not in so many words. It's not like we actually... talk or anything."

"Really? I thought that he--"

Peter's cell phone buzzed again, and the poor timing actually made him jump. He tried to ignore it again. If he and Gwen were going to have a relationship, he had to deal with this sooner, rather than later.

"Was that your phone?"

"Yeah," he said sheepishly. "Jameson probably wants pictures or something. Everyone else who has this number knows I'm here tonight."

"But it might be important, right? I don't mind if you check." She stood. "It'll give me a chance to go get your gift."

"My...?"

She answered with a shy smile and hurried up the stairs.

He sat there for a moment, a stupid grin on his face. She bought him a gift, too? That had to mean she was going to give him another chance, didn't it? Suddenly he remembered the phone and pulled it from his pocket. He flipped it open and found three notifications - a missed call, a voice mail and a text. They were all from MJ.

He skipped right to the text: _"subway. get sm. help"_

Peter's headache flared and he jumped to his feet. "Oh, my God."

"What is it?" He turned to see Gwen coming toward him, a gift bag in her hand. "Is something wrong?"

"It's MJ. There's something wrong on the subway. She wants me to--" Peter closed his eyes and set his jaw. "--to get Spider-Man."

Gwen frowned. "Didn't you just say you've never talked to him?"

"I haven't. Not directly." How could he explain without dropping this revelation on her? He couldn't just say, _"'Cause I'm Spider-Man, Gwen. Gotta swing!"_ He opted for a half-truth, something he could elaborate on later. "But I know some of the places he likes to hang out." He shifted from foot to foot, glancing nervously at the door.

"Well... go already! I can give this to you later."

Peter smiled and unthinkingly drew her into a quick, grateful hug. "Thanks."

When he pulled back, she was blushing slightly. "I'll tell your aunt that the paper demanded you get pictures."

"Then it's good I have my camera," he joked, patting his back pocket.

Peter grabbed his jacket from the stand and left just as Aunt May was coming out of the kitchen with the pies. But he was sprinting down the street and then taking to the air before he could hear Gwen's explanation. His odd headache was back with a vengeance. And whatever was bothering him seemed to be worse as he headed for downtown.

Once he was a safe distance from the Stacys' house, he pulled out his phone to listen to the voicemail. "Tiger," MJ began. "I don't know how long my signal will last... There's been a subway accident. Our train has been stopped in a tunnel for over--" The message cut off.

Peter put on extra speed. He had no idea where the accident was, but he followed the buzzing in his head until it led him to a score of flashing lights outside a subway station. He dropped to the top of an ambulance, and called down to an officer, hoping this one would be as understanding as Captain Stacy. "Need any help?"

The policeman glanced up in surprise. "Spidey!" He scratched under the brim of his hat. "Maybe... We thought this was a subway breakdown, some people stuck in the tunnel. We got most people out, but there's something wrong in the last car... We keep sending guys in..." He looked at the entrance to the station nervously. "...and no one is coming out."

Peter frowned beneath his mask. "What does the Captain think?"

"We lost radio contact with him fifteen minutes ago."


	6. Chapter 6

**Title**: _Distraction_, 6/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 6_: 2,500 words  
**Betas**: **fictionalknight**, **Mark C**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?  
**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

Spider-Man paused at the entrance to the subway tunnel, feeling the anxious presence of the police behind him. He tried to extend his senses as far ahead as he could, but other than the general something-is-not-quite-right tingle he'd had for a couple of days, he couldn't sense anything else.

Spider-Man turned back to the head officer, Lieutenant Jean DeWolff, standing at the exit to the street. "I'll go on from here, try to figure out what's going on. You'll either see me... or I'll send word with someone."

"Right." She nodded in affirmation. "Good luck, Spidey. Bring him back safe."

"I'll do my best." With a quick leap, he attached himself to the roof of the tunnel, and began to crawl toward the accident site.

He reached the end car of the subway relatively quickly. It was completely empty. No signs of injured passengers, or even a malfunction of any kind. The next car was the same and the next... until he found an officer, passed out on the side of the tracks.

As silently as he could, Spider-Man crawled down the wall to where the officer lay. The young man was breathing, had a good pulse, and there was no sign of blood that Spidey could see in the light emanating onto the tracks from the inside of the subway car. Spider-Man turned the man's head gently to check for a head wound... and a yellow glint of light caught his eye.

A small dart protruded from the officer's neck.

A niggling suspicion began to form in the back of his brain. A dart like this meant one very likely suspect... but he would hold off before jumping to conclusions. Spider-Man tried to make the man comfortable, as comfortable as one who was unconscious could be in a cold tunnel, and pressed on.

The next few cars were just as empty as the first ones. He came across six or seven other officers along the way, all with the same darts in their necks. But no Captain Stacy. Spider-Man's suspicions grew -- he only knew of one villain whose aim would be so perfect. He hoped his spider-sense would warn him in time to dodge the tiny projectiles.

Finally, he arrived at the first car. It was as brightly-lit as the other cars, but he could see as he approached that it was filled with people and dead silent. Most of the passengers were crowded toward the rear of the car. Not one of them made a sound.

He peered through his eyepieces, straining to see into the car, hoping that Captain Stacy and Mary Jane were among them. He then noticed two people, separated from the rest of the passengers. They were sitting on the floor curled up... or tied up? He inched a little closer to see better...

And his spider-sense blared.

He sprang off the side of the tunnel onto the roof of the subway car. A dart whizzed past his ear as he did so, but he couldn't see who had fired it. Crouched on the top of the roof, he crawled forward silently. The dart had come from that general direction...

Another dart sailed toward him, and he flipped down and around to land on the windows of the car. The passengers inside saw him for the first time, and reacted with silent relief. And just as he suspected, the two figures on the floor were Mary Jane and Captain Stacy, their hands tied with some sort of leather strap.

"You two okay in there?" he called through the glass.

"We're both okay." The Captain's voice was strong and sure, almost seeming more worried for Spider-Man. MJ seemed a little more unnerved than the Captain, which was understandable.

Spider-Man had _hoped_ that MJ would have escaped with the other passengers in the other cars... He was suddenly very nervous. What chance was there that a bad guy would take _two_ people who knew him out of costume? Someone had found him out...

_Zing!_ He jumped out of the way just in time, back to the wall beside the subway. "You know, you're gonna run out of darts before you get me, at this rate! Not that I mind..." He didn't finish that thought because suddenly he heard a gigantic snarl from behind. He turned to see an enormous lion leap at him from the tracks, claws outstretched to rip him to shreds.

_Kraven! I knew it!_ He easily dodged the giant cat, flipping over its head. "Hunter!" he called into the tunnel. "I thought you preferred hand-to-hand combat... not snipe shooting! What's the fun in that?" He landed on the end of the lead car.

Kraven the Hunter's figure rose from the front of the car. A hulking cat-like body, transformed from human to a leopard/lion/cheetah hybrid through a similar genetic mutation that had transformed Peter into Spider-Man. _I still don't know which mad scientist is responsible for that feat. _

Kraven climbed up to crouch on the roof. "Very good, my young friend. You know me already. I would expect no less from worthy prey."

"I'm no prey, though some think I'm a pest," Spidey quipped. The 'young friend' part was more disturbing by far. "And I always thought you were more 'hunter' than 'trapper'." He gestured at the people inside the car, the obvious bait.

Kraven chuckled, a chilling sound. "A true hunter must adapt to the behavior of its prey." He gestured as well, but to George and MJ. "I chose well, did I not? You are here."

"I may be here... but I don't stay still for long!" Spider-Man sprang away, all the while his mind going a thousand miles a minute. He had to protect these people, and let them escape. Then he could deal with the hunter alone. Kraven might not know exactly who he was after all...

Kraven tapped his lion-shaped nose. "Do not doubt my tracking skills."

Just _how_ had Kraven known who to take hostage? Had he been tracking Spider-Man ever since their last encounter? If so, he would have seen Peter with every person he held dear. Not just Captain Stacy and MJ, but Aunt May... and Gwen...

The web-slinger turned and launched himself back toward the passenger car, and found his way blocked by Kraven's pet lion. His tail swished slowly back and forth, and he lowered his head, growling in warning. Was he guarding the hostages?

_So... got Kraven behind me and the lion ahead -- I've got very few options._ "Can't go under it... can't go over it..." Spider-Man chanted, like the children's game. "Can't go around it..." He shot a web-line out to a support beam, and whipped himself out and around toward the windows of the car.

"Gotta go _through it!_"

With a mighty _crash_, he sailed feet-first through one of the windows. The passengers shrieked and covered their heads, but they were protected from the worst of it, having crowded earlier to the corners of the train car. But Spider-Man couldn't stop to make sure everyone was okay. He immediately wrenched open the doors with a metallic scream.

The lion bounded into the car, hot on his heels, drawing more shrieks from the passengers. Spider-Man was already back outside though. He had seen a glint of light stuck in the wall... and if he was lucky...

He grabbed the tiny dart, whirled and tossed it straight back at the lion. The dart hit the beast's chest just left of center. The lion roared at the annoying stab of pain, but then his eyes rolled back and he crumpled into a sleepy heap.

"Hurry, folks! I don't know how long he'll be out!"

That was enough to send people scrambling toward the forced-open doors. Spider-Man noticed someone helping George and MJ with their bonds before getting out of the car. The two of them paused before following the crowd, looking up at him in his spot on the wall outside. "Be careful," MJ mouthed.

Spider-Man couldn't afford to respond. Not with Kraven around. He looked up then to see Kraven standing on the roof just above the mass-exodus. But instead of trying to stop them, he regarded Spider-Man with a calculating look. "Let these _peasants_ escape. They will only interfere with my _true _hunt."

"What about your pet?" Spider-Man nodded toward where the animal lay.

"He is a brave and resourceful creature. When he awakens, he will find me wherever I am."

"Even if that's jail?" Without warning, Spider-Man fired a blast of webbing at the hunter's face and took off swinging in the opposite direction of the escapees. The webbing wouldn't hold Kraven long, but maybe long enough for Spidey to get a small lead.

Swinging was faster than running, but Kraven was part cheetah, so even then the web-slinger stayed barely ahead. Spider-Man had to break out of the tunnel before the next station stop. He didn't want to give Kraven a chance to take more hostages.

He spied an access hatch with a retracted ladder. He swung straight up into it, quickly opening the metal hatch to the outside.

Below him, Kraven laughed heartily. "Ah, yes. Let us take this business into the open air. An arachnid may feel at home in enclosed space... but I like to feel the wind in my face." He jumped out into the tunnel right behind him.

Spider-Man took to the air. He might be fine in enclosed spaces, but the skyscrapers of New York City were Spider-Man's 'natural habitat.' "Arachnid!" he called over his shoulder. "Most bad guys get that wrong. You might be smarter than I first thought!"

"A true hunter studies his prey, just as a scientist researches his theories." Kraven threw a grappling hook to catch a nearby cornice. "You should know well."

Peter's stomach clenched. If Kraven knew who he was, why didn't he just come out and say it? Of course, many felines liked to _play_ with their food before killing it. But he didn't intend to end up a gazelle under Kraven's claws.

"I only know what I see on the TV! That Dr. Sheldon Cooper, what a wacky genius!"

Somehow Kraven was managing to keep him in sight, despite the many twists and double-backs. The Hunter simply leapt or used his grappler to swing. He seemed fearless, determined and totally sure of himself.

"Wow, Kraven. Did you get another upgrade or something? I'm impressed!" He began to shoot lines ever farther, trying to put more distance between them. "But unless they crossed you with an African jumping spider this time, I've got the advantage out here."

"No upgrade, just a better way of tracking you." He jumped into traffic below Spider-Man, skipping over the tops of moving trucks like they were stones in a river. "No matter where you try to hide, little spider, I will find you!"

A better way? What could have changed since their last encounter on Christmas Eve? "Part blood-hound, then? Won't the cat and dog DNA have trouble getting along?"

He had only meant that as a tossed-off line, but his mind opened up like a revelation. Was he really _smelling_ him out? There had been that odd terrorist at the Plaza and the bomb which exploded into a bunch of nothing... except chemicals. And he'd been wearing the suit, or keeping it near him since that night!

Only one way to test that theory... but it meant taking off the suit in the middle of a chase! Thank goodness he'd bought that thermal underwear. He just hoped no one spotted him swinging through Midtown with little red hearts printed across his backside.

Spider-Man slingshot around a building, landing on the highest roof he could reach. Maybe that would buy him time. He stripped off his top and bottoms, as well as his boots. His stockinged feet screamed with the shock of the icy cold roof tiles, but what could he do? He made a web sack for his cell phone, and tied it to his waist.

Peter started to take off his mask, too... No. He couldn't risk being ID'ed on his way back to pick up his street clothes. He had to hope that Kraven would follow the stronger scent of the main body of the costume. But what was he going to do for another Spider-suit? There went his next paycheck.

He wrapped his bundle around with a thin rope of webbing, and then took again to the sky. He swung into a dark canyon between two buildings and then slung the suit-bait out over the busy street below to the top of the roof across the way. He then quickly crawled to the top of the building, hiding in a crevice out of the wind.

Kraven appeared on the street below, completely unaware of the panic he was causing by his savage appearance. He seemed to sniff the air, wavering between Peter's building and the decoy across the way. After a moment's hesitation, he bounded away from Peter, toward the suit on the other roof.

Peter did not stick around to see Kraven's reaction. He flew faster than he ever had before to reach his hidden stash of clothing at the high school. Once changed into Peter Parker again, he stripped off the mask and smelled it. He couldn't smell _anything_ on it. But he wasn't a genetically-altered feline man, only a Spider-Man.

Peter studied the white-eyed mask for a moment. He couldn't take it with him, or Kraven could pick up the scent again... but how else could he find out what chemicals Kraven was using?

The solution came to him then, his stomach dropping in fear at the implications. He pulled his cell phone from the web sack and stared at the screen for a few minutes. Could he do this? Should he?

But if anyone could understand...

He punched the buttons quickly, willing himself to stay on the line as it rang.

_"Hello? Peter? Are you all right?"_

"Yeah, I'm fine." He swallowed. "Captain, can I ask you a favor?"


	7. Chapter 7

**Title**: _Distraction_, 7/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 7_: 2,300 words  
**Beta**: **fictionalknight**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?  
**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

* * *

Before Captain Stacy could finish opening the door, Peter was tackled into a hug. He was too surprised to do anything but hug back.

"Tiger... I'm so glad you're safe," MJ muttered into his hair.

His eyes flew open to see Gwen standing off to the side, looking... not displeased, but not completely happy either. He hugged MJ once tightly, and then released her. "I'm so glad you're safe, too. You and Captain Stacy." He nodded toward Gwen's father, standing to the other side.

"We made it out fine... thanks to Spider-Man." George nodded in gratitude.

Peter smiled and looked away quickly -- he had tried to keep things very vague on the phone, but he knew he was walking a fine line.

At that moment, MJ seemed to realize what standing so close to Peter looked like. She sent an apologetic look toward Gwen and slipped over behind Aunt May.

His aunt clucked disapprovingly as she came to take him into her arms next. "I'm going to have to give that Mr. Jameson a stern talking to, sending a high school student to take pictures in a dangerous situation like that!"

"Oh, Aunt May, please don't do that," Peter protested while hugging her hard. "I was perfectly fine... and he's already threatened to fire me more than once."

"I hope you got some good pictures then..." George said.

"Unfortunately, no... It all moved so fast, I couldn't get a decent shot."

"I can't say I'm sorry," May said firmly. "At least you are far from that madman. What kind of man goes around wearing some sort of lion suit terrorizing innocent civilians like that?"

"Kraven the Hunter," Peter and George said at the same time.

"Spider-Man told me about him," Peter continued explaining hastily. "He's actually a wild feline/human hybrid."

Aunt May shuddered. "Criminals these days!" She bustled toward the kitchen. "Let's celebrate everyone's safety! Anyone ready for another slice of pie?"

"I never got my first!" Peter called with a smile.

The others chorused their agreement, and May went around the corner. "Come, take a seat, Peter. We don't need to stand around in the entryway all evening." George gestured into the living room.

As they walked toward the sofa, Gwen took a few hesitant steps toward him and gave him a hug herself. "I'm really glad you're okay..." She let go of him all too soon. "And Spider-Man really asked you to help?" she asked with confusion. "I thought you said you two don't really talk..."

"That _was_ true, until tonight. He needs my help."

Before Peter sat in the armchair, he pulled a scrap of spandex out of his pocket, wrapped in a piece of hastily torn off garbage bag plastic. He held it out toward George. "This is what I told you about over the phone -- part of Spider-Man's mask." He had already burned the rest of the mask -- was scared enough that Kraven could still track him with this tiny bit of cloth. "Do you think that the crime lab can analyze this?"

George held it out in front of him, turning it in the light of the lamp beside the couch. "We'll do our best. I think it's the least we can do after all he's done for the city."

Gwen spoke up from beside her dad. "Analyze it? Why?"

"Spider-Man thinks that Kraven sprayed him with a chemical that the hunter can use to track the superhero. Maybe if the lab can figure out what it is, then they can develop a chemical to counteract it."

As Peter spoke, Gwen's face lit up with realization. "Wouldn't this be a better job for the lab at ESU? Kraven is part animal -- it's exactly the Connors' specialty!" She turned toward her father with a hopeful look.

George placed a hand on his chin, considering. "That's true... our crime lab is better suited to analyzing blood, hair and skin samples... for DNA evidence." He gave Peter a significant glance.

Peter's stomach lurched. DNA evidence, of course! In his rush to find a solution to the Kraven problem, he had completely forgotten about that! He had given the captain only a small piece of his mask, but who knew what kind of DNA evidence was on it already... And not everyone in the department was as supportive of Spider-Man as Captain Stacy.

"I'll keep this to myself for now... until you... and Spider-Man... decide what you want done with it." He stood again, nodding toward the kitchen. "I think I'd like a cup of coffee. I'll bring some for you kids, too." And just like that, he was out of the room, leaving the high schoolers alone.

"Your dad's right." Peter frowned after him. "But Spider-Man runs the same risk at the ESU lab, doesn't he?"

"Depends... Are the Connors people Spider-Man can trust?" MJ asked.

"Of course he can trust the Connors!" Gwen said fervently.

Peter raised his eyebrows at her. "Even after the Lizard incident?"

"Why not? Without Spider-Man, the Lizard might have terrorized New York..."

"I get the feeling he wouldn't like to be reminded about it."

Gwen deflated. "Then who _can_ he trust?"

Peter felt a spark of hope at her words. Maybe she would be more understanding of his double life than he had originally thought. "It must be hard for him to trust _anyone_."

"Yeah. I was just hoping..."

"Hoping what?" Peter asked, curious.

"Well, if we could convince him to take his problem to the ESU lab... then I would be helping out in some small way. I feel like I _owe_ him."

Peter felt warmth suffuse him -- Gwen really cared that much about Spider-Man? The barrier in his mind, the one he kept propped up to guard against telling anyone his secret identity, started to crumble.

"Then that's the answer," MJ suddenly spoke up from her side of the couch. "Why can't you and Peter help him?"

"You mean use the lab ourselves? Without permission?" Gwen looked a little shocked.

"It's the winter holidays for ESU right? Couldn't you just... tell the Connors that you have a project due for science class in January? Something about animal... I don't know... scent tracking?"

Gwen tilted her head, considering. "I feel bad about deceiving them like that, though..."

"Sometimes..." MJ said, coming to sit beside Gwen on the couch, "...a little deception is necessary to keep people from getting hurt." She put her arm around Gwen's shoulders and gave her a tiny squeeze. She shot an understanding look at Peter at the same time.

Peter knew how true that was from experience. And he was finding MJ more of a kindred soul than he would have expected. "I agree with MJ, Gwen. And Spider-Man _did_ come to me and your dad for help, not Dr. Connors."

Gwen pursed her lips together. "It _would_ mean that I'd get to actually help him _myself._" Her face brightened and she put a hand on Peter's knee. "Let's _do_ this!"

As she started to talk excitedly about their plan, she kept her hand there for a few moments longer. He felt the imprint of her palm for hours afterward.

~o~o~o~

"Just let me know if you two need anything," Dr. Connors said before patting Peter's shoulder with his robotic arm. "I'll be in my office."

Peter gave him a cheery wave and took the next chemical off the shelf. Gwen was flipping through files on the lab's computer, looking for any pertinent research either of the Connors might have done on feline DNA. Every once in a while, she would call Peter over to look at an article or a chemical formula. He would lean over her shoulder to read the words on the screen, highly aware of her nearness. The clean fragrance of her floral shampoo almost overwhelmed him with its scent each time he got too close. And the fact that they were basically alone here in the lab, except for Dr. Connors behind his office door, made his feelings even stronger. If they weren't so pressed for time, he would take this opportunity to really tell her how he felt, to let her know that she was more important to him than anyone else in his life...

The vibration of his bluetooth earpiece snapped him out of his inefficient train of thought. He couldn't get distracted again -- he had an expert hunter on his trail! He needed to deal with one problem before tackling the next. "Peter here," he said quietly.

_"Everything fine in there, Peter?"_ the Captain asked on the other end of the line.

"We're safe so far, if that's what you mean." He added a little of the chemical in his beaker to the test tube in front of him. "But so far, we're no closer to finding out what this substance is."

_"All clear out here, too." _His voice became reassuring, turning almost fatherly. _"Don't worry. I have faith that you will find out what it is in time."_

"Thanks." Peter ended the call.

After they had convinced Captain Stacy that their plan was the best (he was surprisingly supportive), he had insisted on securing the perimeter around the lab building. Plainclothes men were stationed about, keeping watch for anyone entering or exiting. Captain Stacy assured Peter that the men didn't really know why they needed to protect the lab, but they were officers that the Captain trusted. Peter figured Kraven would have a hard time getting in without being noticed -- after all, he was a huge lion-like beast of a man -- but he'd had accomplices in the past. No telling what _they_ might look like.

Peter compared the make-up of his solution to the solution he'd prepared from the piece of cloth. The two reacted differently. Peter sighed with disappointment. He had tried several possibilities, based on the research they'd already found on the computer, and a few others that he'd researched on his own, but they were running out of possibilities quickly. Pretty soon, they were going to have to get someone else involved. Maybe one of the Connors, or Professor Warren...

His spider-sense tingled lightly. "How's it coming?" Gwen asked, right behind him. He was glad for that little warning, otherwise he might have jumped.

"Nothing yet. You?"

"About the same. All I can find are various feline pheromone compounds. And you tried most of that list I gave you already, right?"

"Yeah. I only have a couple more left: mitsugashiwalactone, and onikulactone."

She shifted a little closer, and smiled shyly. "Need any help? I bet it would go faster if we worked on it together..."

Peter blushed a little at the invitation in her voice. "I... sure."

Gwen brushed against his arm as she leaned across him to read the formulas printed on the page. She adjusted her glasses on her face as she read, and Peter thought he'd never seen such a cute movement in his life. By the time she nodded in decision, he was thinking about anything but the next compound on the list.

"I'll just start with this one," she said, reaching toward one of the beakers on the work area in front of him.

He watched her, mesmerized by her proximity and her movements. She straightened up and looked at him, opening her mouth to ask him a question, but nothing came out. She must have seen the look of adoration Peter was giving her and lost all train of thought herself.

He felt drawn to her, encircling her wrist with his fingers to lower the chemical safety to the work table, so that he could kiss her soft, pink lips. Gwen's eyes started to close...

The sound of heavy footsteps, coupled with his spider-sense going off again, made him take a step back. Gwen opened her eyes just in time to see the intruder, too.

"Oh," Professor Miles Warren said brusquely as he entered. "I didn't expect any of the interns in here during the break..."

Peter hadn't really expected to see him either, he seemed too busy to involve the high school interns in his research, preferring to work with the grad students instead. "School project, Dr. Warren," Peter explained. He hoped that the professor would dismiss them as unimportant, and not check with their science teacher, his brother.

"Fine, fine," he said, going to dig in one of the filing cabinets without any more small talk. And that was just fine with Peter -- the less any of the professors pried into what they were doing, the better.

He and Gwen worked silently for the next ten minutes, while Dr. Warren moved about between the files and his office. Then he left without even a word to his colleague Dr. Connors.

Peter relaxed when Warren left. It was bad enough that Dr. Connors was just in the next room. Gwen drifted back over to the computer again, while Peter went to the row of research texts along the wall.

He spent the next hour scouring every article on felines, scent marking, pheromones (both in insects and mammals)... and found nothing they hadn't tried. And the minutes passing ticked louder and louder in his mind.

So loud that he almost missed Gwen's soft, "Hmm, that's odd."

"What?" he asked, snapping to attention.

"I started digging more into the lab files on combining human and animal DNA, not focusing so much on just feline DNA, and I ended up clicking through a series of folders..." She frowned, and waved him over. "Just come look."

"It's buried really deep, and far away from his other research..." She pointed at a highlighted icon with the cursor. "But why would Dr. Warren have a folder labeled _'Kravinoff'_?"


	8. Chapter 8

**Title**: _Distraction_, 8/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 8_: 2,446 words  
**Beta**: **mark_clark**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

"Kravinoff?" Peter asked with concern. He couldn't imagine a reason Dr. Warren would be keeping a file on Kraven. Perhaps he'd acquired a DNA sample to study...? That could really help them out! "Open it."

Gwen shook her head slightly. "I can't. See?" She double-clicked and a password-protection dialog box came up. "Do you want to try to crack it?"

"Hmm. Even if we had the time, I doubt we'd crack it. I know my way around a science lab... but I'm no hacker." Peter tilted his head at Gwen. "Unless...?"

"No." She laughed mirthlessly. "Are you kidding? Can you imagine a police captain's daughter knowing something like that?"

They sighed together.

"If we didn't need to keep this project a secret," Gwen continued, "we could try asking him."

"Even then..." Peter started to read some of the other folders on the screen. _Cloning, DNA Enhancement, Marko, O'Hirn, Thermal Suit Technology... _Peter went cold all over. Warren was studying Sandman and the Rhino, too? To what purpose? And the other subjects scared Peter more than they intrigued him. He shivered. "Don't ask me why, but... something seems off about him."

"You know, I don't really like him either," Gwen said, closing the window and swiveling toward him on the stool. "So what do we do now?"

Peter shrugged helplessly. "I don't know. I guess I just don't have the experience to analyze the chemical sprayed on Spider-Man's suit." This whole situation had made one thing blindingly clear to him: he might be super-strong, and have spectacular powers... but he was only a 17-year-old high school student. Even if he was considered a science prodigy, which he himself doubted sometimes, he didn't have the time to hone his skills. Peter took a deep breath. "Spider-Man might have to get someone else to help."

Gwen put a hand on his shoulder and then drew him close. "Peter," she murmured into his hair. "It's okay. You did the best you could."

Peter reveled in the feel of her arms around him, wishing that he could stay like this forever. His alter-ego twitched internally against that thought, reminding him that time was running out. He rebelled with, _Can't I just enjoy this for one moment?_ The other voice quieted. Peter had won the argument... for now.

"Thanks... I just know I could do better if I had more time." He released Gwen reluctantly, and glanced at Dr. Connors' office. He was still there; the light was on, and a trickle of classical music drifted from underneath the door. "Maybe Dr. Connors will know a way to block Kraven before it's too late." He took a few unsteady steps toward the office door.

"Wait..." Gwen called. "Did you say, 'block'?"

Peter stopped, and looked back at Gwen. She was frowning thoughtfully. "Yes...?" Peter asked.

"We've been trying to analyze the chemical... but we haven't tried _blocking_ it, right?"

"Right..." he said, taking a few steps back toward her. "But we have to know what it is before we can block it, don't we?"

"Maybe so... but maybe not." She turned back to the computer and began to type into the search engine as she talked. "Earlier, when I was looking up different types of cat pheromones, I came across an article on urine marking."

Peter wrinkled his nose in disgust. "Surely Kraven didn't..." The chemicals in the bomb _had_ been yellow in color...

"I don't _know_ what Kraven did, Peter. Did Spider-Man... _smell_ funny to you?"

"No! I mean, I don't _think_ so!" At least no one had complained about it when he had come back from the fake terrorist situation at the hotel! He remembered Captain Stacy wrinkling his nose a bit, but nothing more. Aunt May would have scoured the house for a stray cat if he had smelled that way!

"Well, okay... but it doesn't really matter. In the article, it mentioned that they've discovered a fatty acid compound that mimics a cat's pheromones. The ones they use to mark their territory by rubbing their faces against things." She clicked through to a page with a chemical formula. "What if Spider-Man used that somehow to mask the other scent?"

Peter's eyebrows rose with the possibilities. He read through the article quickly, noting the compounds and the formula. "You know... you might be onto something there. If Spider-Man used it to confuse--"

Just then, his spider-sense went off, warning him that someone unexpected was approaching. Peter turned to see a woman with dark, flowing hair and ebony skin approaching from the entrance to the lab. "Hello, is anyone here?"

As she came closer, Peter took note of her expensive clothing and jewelry. "Pardon me," the woman asked, her voice tinged with an accent Peter couldn't place. She inclined her head toward the faculty offices, "Is Dr. Warren available?"

Gwen minimized the information on the screen before answering. "No, I'm sorry. You just missed him. He was here just a few minutes ago. Dr. Connors is here, though," Gwen added, gesturing toward the lighted office. "Do you want me to get him instead?"

The woman's lips pressed together in annoyance. "No, that will not be necessary. I will..." She trailed off, eyes narrowing as she studied Peter. "Mister... Parker... is it?"

Peter's eyes widened. This woman knew who he was? "Um, I..." He started to back away from her slowly. "...what do you want?"

The woman smiled slowly. "Perhaps I do not need Dr. Warren after all..."

"Do I... know you?" he asked diffidently. As he continued to move backwards, he tried to reach for the on button on his Bluetooth headset.

Her smile grew wider, almost feral. "No, but you soon will..." She snapped her fingers behind her back and Kraven's lion suddenly appeared. How had they made it through the police perimeter?

Gwen shrieked and scrambled around the other side of the lab table from the beast.

"Don't worry, my dear," the woman said dismissively. "You are not its prey..."

At her words, the lion sprang forward. Peter was already sprinting around the corner toward the other side of the lab. "Gwen! Get out of here!" he shouted. He tapped the on button of the headset and subvocalized "Call Stacy." As soon as he was out of Gwen's sight, he shot a strand of webbing ceiling-ward and clambered on top of one of the high ceiling beams.

_"Stacy. Is there a problem, Peter?"_

The lion skidded around the corner, and stopped when Peter was not visible. The animal's tail lashed back and forth as it stalked forward.

Peter spoke as quietly as he could, filling his voice with whispered urgency. "Someone got through -- a woman and Kraven's lion. Gwen needs help!"

Despite his best efforts, the lion looked up.

_"What about you, P--"_

Peter cut him off. There was no time to waste. He pulled a ski mask out of his pocket and threw it over his face. He had brought it along since he hadn't had time to get another spider-suit, not even a knockoff Halloween costume. And maybe it was better this way -- if he could get far enough away, he might be able to blend into a crowd quickly. To further change his look, he shed his jacket. Then he leapt across the ceiling beams to one of the high windows of the lab. If Kraven was out there, hopefully he was watching the other side of the building. He forced the window open with a _push_...

...and Kraven was suddenly _on_ him, tackling him to the roof. "A change of clothing will not fool me, my young friend." Kraven tried to pin him to the roof, looming over him with a snarl.

Peter didn't respond. The less Kraven heard his voice, the better -- especially since the ski mask didn't cover his mouth at all. Peter kicked Kraven clear, ran for the edge of the building, and he swan-dived into the air. His webbing latched onto the nearest building and he looped around it, hoping to put enough distance between him and the Hunter to escape.

Out of the corner of his eye, he saw Gwen being hurried to a patrol car by men in heavy police jackets. _Thank God she's okay_, ran fleetingly through his mind as he zipped on. Peter heard a barrage of gunfire from the police officers, and a primal yell from behind him. Maybe they'd distracted Kraven enough for him to get out of range?

But immediately his spider-sense flared, and he veered to avoid a set of tranquilizer darts. He was going to have to get out of sight as soon as possible. He couldn't be seen swinging around ESU in a T-shirt and jeans any longer than necessary. Fortunately, since the university was on Winter Break, there were very few students around. The few people who were trudging through the snow cried out in fright at the monster of a man loping across the ground, chased by a group of plainclothes policemen with guns.

But on the other hand, Peter _needed_ people in order to blend into a crowd! _Think, Parker, where would the largest concentration of people be at a university during the holidays?_ The student center suddenly looming in front of him provided his answer.

He barely paused as he crossed the quad, using the light poles to hopscotch over the open area to the roof of the building. He tore across the cement to the access door. Locked. With every bit of adrenaline-fueled strength he possessed, he wrenched open the door. An alarm went off in his wake, but he didn't have time to worry about it. Below him was a stairwell a couple stories tall. He gauged the height, and then dropped. Just before the bottom, his body jerked to a stop with a shot of webbing.

He pushed out of the stairwell immediately, palming off his ski mask. Now that he was here, he had to make sure he didn't look out of place. He scanned the area in front of him, maybe someone had left a hat lying around... or a backpack... a coat would be nice right about now...

He caught sight of a sign. _"ESU Assumes No Responsibility for Articles Lost, Stolen or Damaged. Lost and Found at Information Desk."_ Perfect.

He walked with his head down, dodging people coming the other way, including a couple security guards heading toward the stairwell. He wondered how much time he had before Kraven and the police converged on the place. Happily, the information desk was still open for the day. "Hi," he greeted the worker, a little breathlessly. Hopefully it would seem like he had been looking everywhere for something. "I think I left my jacket here earlier... can I check?"

"Sure," the brunette said with a distracted smile, pointing to a box against the wall. An instant message popped up on her computer screen and she typed her reply in the box.

Well, at least he wouldn't have to worry about anyone looking over his shoulder while he dug through the box for something that fit him. The first jacket he yanked from the pile looked a little _too_ large, and when he tried it over his arms... "Ugh!" He fought to breathe because of a _strong_ aroma of body odor.

It would have to do. From the front of the student center came the crashing of glass and people started to scream all around him. He pulled the hood over his head and slipped into the panicked crowd.

Kraven stood inside the ruined entrance doors, eyes scanning the scattered students huddling away from him. He sniffed the air as if he were tracking, but he didn't pause in front of where Peter stood with a clump of college kids. He frowned, baring his long canines in annoyance. Was the previous owner's body odor blocking Peter's own scent? Awesome!

The police officers who had been following Kraven burst through behind him. The leader yelled, "Freeze!" and a chorus of weapons being loaded followed suit.

Kraven chuckled, and turned toward them slowly. "Do you think I am afraid of you? Not one of you is a match for the great Kravinoff!"

One of the men stepped forward, and Peter immediately recognized Captain Stacy. "Not much of a hunter, endangering innocent people like this." He trained his gun on the lion-man with a steady hand.

"You may blame Spider-Man for that, Captain. He hides here like a pygmy mouse, these children as pebbles before his burrow." Kraven drew an enormous knife from his pack, and sliced it through the air before the students. They gasped and crowded farther away. "Who will you allow to fall to my blade instead of you, little mouse?"

"Put the knife, down, Kraven," Stacy ordered. "Or else."

With one movement, Kraven swept the gun out of Stacy's hand, with the next, he held the Captain up off the ground by his shirtfront. "You dare threaten me?"

Stacy remained surprisingly calm. "There is a sniper outside with his sights trained directly on you. As strong as you are, I doubt you'd survive against a shot from a high-caliber rifle."

"Playing rough, eh?" He laughed. "I can play rough, too."

There was a thud from amongst the officers. Then another. Soon all of them had passed out on the floor beside the entrance. Stacy slumped in Kraven's grip, unconscious. The people around Peter began to murmur in fear.

The woman from the lab appeared then. She stepped over the bodies, her hand outstretched, her eyes glowing red with power. "Kraven, my love. Finish him off so we may continue the hunt."

"In due time, Calypso. I am not a savage, to cut a man down for possessing honor."

"At least let me shorten the search..." She waved her hands in a complicated pattern before the crowd. Peter began to feel drowsy. What was she doing? Putting everyone to sleep magically? He didn't know if he could fight off the effects.

He had one chance to stop her, and his aim had to be perfect. He shot two web balls directly at her head. She only had a moment to see them coming before they hit her temple dead square. She crumpled.

Kraven roared, dropping Stacy like a rag doll. He turned toward the source of Peter's shot, and then pitched forward in pain as a bullet tore through his shoulder. Another followed, taking him in the thigh. His eyes flashed yellow with rage as he scooped up Calypso and bounded away through the snow.

That was all Peter had time to notice before the darkness claimed him, too.


	9. Chapter 9

**Title**: _Distraction_, 9/?  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 9: _2,700 words  
**Beta**: **mark_clark**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

"... can't believe you did that..." "... I worry so much about ..." "... all I think about is how much I care about you..."

Peter's muzzy brain tried to process the words that were reaching his ears. He seemed to be lying down in a bed - and as he became more aware of his surroundings, he realized that he was in his _own_ bed. He felt a hand on his face, stroking down his cheek. His eyes fluttered closed again. The hand moved its way down his arm, past his wrist and to his hand. It squeezed lightly. "Peter?"

The voice was very familiar to him. He tried his own voice, "Gwen?" He allowed himself to open his eyes fully. Gwen indeed sat beside his bed, stroking his hand and arm.

"Hi," she said, her face lighting up. "Welcome back."

"What happened?"

"My dad said you passed out and he brought you home." She reached up a hand to brush back the hair from his forehead. "You shouldn't worry us like that, you know. Aunt May has been in a tizzy all evening."

_Captain Stacy_ brought him back? He suddenly realized that Gwen's hand was moving back and forth over the place he normally kept his web shooters. But they weren't there - where were they? If Stacy had taken them off, then there would be no denying his secret any longer. The fact that Peter had woken up in his own bed, instead of the hospital, comforted him a little - George might want to protect his identity as much as Peter did. Peter looked guiltily up into Gwen's turquoise eyes. How much did she know? Everything?

"I'm sorry..." He started in a weak voice. "But I had to. I couldn't let you get hurt."

"But then, you got hurt instead! When they found you out cold and you wouldn't wake up..." She shuddered. "But dad was sure you'd be all right, with some rest. Looks like he was right." She smiled.

Peter smiled back weakly, blanching internally. He could imagine himself, found unconscious on the floor, in someone else's smelly jacket, web shooters found when a paramedic checked him for a pulse. And yet, since he didn't seem to have a horde of paparazzi at his door (he was sure he would have sensed it), or Gwen and Aunt May taking turns chewing him out - Stacy must be his guardian angel.

"Still, what you did was very brave - leading that lion away from me. How did you get away from it?"

She asked so simply, so amazed, that he was suddenly sure Gwen did not know. Why not? Captain Stacy surely knew - why would he keep this from her? For the same reason Peter kept it secret from everyone - to protect them? Or did he have another reason?

"I got as high as possible - I climbed a tree. Just in time, too. Then, when the police and Kraven were distracted with Spider-Man, they left me behind. I must have fallen out of the tree and got a concussion."

"Wow... you were really lucky."

"No, just really hard-headed," he joked. Then he turned serious. "So your dad... he's okay?"

"He says he is - but even if he were hurt, I'm not sure he would tell me." She frowned briefly. "He tells me it's because he doesn't like to bring work home." She started to straighten Peter's blanket over his body, not meeting Peter's eyes and looking uncomfortable. "I know it's because he doesn't want me to worry. Doesn't he see that I worry more when he doesn't tell me?" She looked back into Peter's eyes, her own eyes pleading.

_This is it, Parker. This is your chance to do what you know you have to do. Don't blow it..._ He lifted up onto his elbows, gearing up to tell her.

The door opened. Peter sank back into his pillow in defeat. Aunt May bustled in, all flailing hands. "Peter! You're awake! Are you feeling all right?" She squeezed through the space between Peter and Gwen and placed a hand on his forehead.

"Aunt May, I'm fine." He gave her his brightest smile to prove it. Now that the effects of the gas... or spell... or mind control... had worn off, he felt ready to web swing across the city again. "Just a little hungry." He started to sit up and May pushed him back down.

"No, no, I'll bring you something. I have some soup warming on the stove..." She gave him one last searching look. "Are you sure you're all right?"

"Yes," he said, laughing. "I'm..." He suddenly noticed Captain Stacy hanging back beside the door, holding a plastic bag in his hands. "... spectacular," he finished.

"All right, then, I'll be back in a few minutes with the soup." She patted his arm a couple of times and then bustled back out.

Once Aunt May had gone, Captain Stacy came forward, pulling Peter's desk chair over to sit on the other side of Peter's bed. "I'm glad to see your better, Peter, I was pretty worried."

"Thanks. Did anyone catch Kraven or Calypso?"

"No, unfortunately. Calypso? Witnesses mentioned a woman - is that who you mean?"

Peter panicked for a second, then calmed. If Stacy knew the truth, and he was planning to tell Gwen anyway, what did it matter? "Kraven called her that before she was knocked out. He carried her off - then I blacked out."

"Wait, Peter," Gwen asked, her voice tense with confusion, "You saw Kraven? I thought you fell out of a tree?" Gwen asked.

"Well, I... I just... oh, man..." He put his head in his hands. He was caught in a whole spider's nest of lies here. "Gwen, I'm sorry..."

"Son..." George said in a comforting voice. "You just woke up from being unconscious for several hours. Regain your strength. You don't need to say anything right now." He pressed his hand firmly down on Peter's arm, as if to physically prevent him from doing anything stupid.

Even if it _was_ stupid, it was the right thing to do - if he wanted to earn and keep the Stacys trust. "No, I've got plenty of strength, Captain Stacy. And I _do_ need to say something. I owe it to you both." He pulled the covers back quickly and stood up on George's side of the bed. Gesturing to the bag the Captain had carried in, he asked, "Are those mine?"

"Yes, Peter." He handed it over solemnly.

Gwen sat on her side of the bed, looking back and forth between her dad and Peter with complete incomprehension. _Well, she'll understand soon enough.  
_

Peter opened the bag - his jacket, the one he had left on a ceiling beam - was inside. He pulled it out. And in the pocket of the jacket were his web shooters. Without a word, he took them out and strapped them on with practiced ease.

"Gwen," Peter said, and she looked up at his face with wide eyes. "You know how I always seem distracted?"

She nodded numbly.

"Well..." He shot a strand of webbing straight upward and flipped to attach himself to the ceiling. He looked back down at her through his floppy bangs. "...this is why."

Gwen gasped. Captain Stacy simply nodded in understanding. Peter's spider-sense tingled strongly then, and he leapt down in an instant, just as Aunt May came in with a tray of soup. He quickly hid his wrists behind his back.

"Peter, here's some chicken noodle soup, just the way you..." She noticed that Peter was out of bed and tutted at him. "Peter! Honestly. Do you think you're superhuman or something? Get back in bed this instant!"

Peter thought of arguing, but decided he'd already proved his point to the Stacys. "Yes, ma'am," Peter assented, slipping back beneath the covers.

May nodded with motherly satisfaction and settled the tray on his lap. "Now if you're well enough to be up and about, you're well enough to finish all of this off."

Peter eyed the huge bowl of soup and half a loaf of French bread. Wow.

She ruffled his hair like a little kid. "Right?"

Peter answered by tearing a piece of French bread off with his teeth and giving her a crumb-filled smile.

As soon as she had left the room, Peter set down the loaf. He looked from Gwen, who had since controlled her shock, to George, who wore a thoughtful expression.

"So..." Peter let the word hang in the air. He supposed that the ball was in their court now.

"What just happened there...?" George asked quietly. "Did you _know_ someone was going to walk in?"

"Yes... I get this sort of... tingle... whenever I'm in immediate danger or if someone is approaching unexpectedly." Peter played with his spoon, feeling awkward. He'd never actually tried to explain it to anyone before. "I call it my spider-sense." He shrugged, embarrassed. "It really comes in handy with the bad guys, but the rest of the time it just sort of makes me look... flaky."

George nodded thoughtfully again, seeming to process everything. Peter was amazed that the Captain wasn't giving him a lecture on responsibility - or angrily warning him to be more careful - or condescending to him about how young he was.

"I have more questions... but I only want you to tell me the answers if you feel comfortable. You've trusted me enough to tell me the truth. I promise you, you can trust me, too. This is not going in any police report, Peter. What you say will stay in this room."

"But why?" As much a relief as the Captain's words were, it didn't make sense to Peter. "Isn't this what you do? Investigate?"

"Peter... I've spent the last several months studying you - the way you operate, the things you say, your willingness to work with the police... and I know your heart is in the right place." His eyes drifted upward, unseeing, as he continued. "There are a lot of things that the police force just isn't equipped to deal with, and couldn't deal with... not within the system. I've seen this first hand." He looked back into Peter's eyes. "But you... being outside the system, being able to catch this new breed of criminal out there... New York needs someone like that."

"Even though I'm outside the law?" Peter knew he was pressing the issue, but he had to be sure of the Captain's intentions.

"You're not outside the law, Peter. Just outside the system. From what I've observed, you try to uphold the law." He patted Peter's arm. "And now that I know your identity, I'm even more determined to help you."

"Because I'm just a teenager?"

"Teenagers throughout history have accomplished amazing things. Your strength of character is more important than your age." He pressed his lips together. "But under today's laws, you're not yet an adult. I feel responsible for you. This is a tough burden for anyone's shoulders, be they a veteran police captain, or a scrappy young superhero."

"I see. So you'll let me continue as Spider-Man?" Peter gripped the edges of his tray, waiting for the Captain's answer.

"I don't think I could stop you if I wanted to." George smiled knowingly. "Short of throwing you in a jail cell. And even then..."

Peter nodded. Captain Stacy was probably right. But he prayed that day would never come. He looked worriedly at Gwen, who had been listening to their entire conversation without speaking. She seemed lost in her own thoughts - he couldn't read her at all.

"How long have you been like this?" George continued.

If Gwen wasn't going to speak, he might as well explain himself through his answers to her dad. "Since last spring. Right before..." Peter swallowed. "...before Uncle Ben died."

"So you've been active as Spider-Man almost since it happened then?"

"How _did_ it happen?" Gwen suddenly piped up. Her eyes were bright with curiosity.

_Finally._ "You remember that field trip to ESU last year?"

Gwen nodded.

"One of the genetically modified spiders got loose... and bit me." He held out his hand tentatively toward her, tilting the spot on the back where the marks were faintly visible. "Right here."

She didn't immediately react - in fact, he worried that she was going to flinch away from him instead - but then she stretched out two fingers to lightly touch the spot. "A little bite... did all of that?"

He simply nodded.

"But... but Peter... we've been best friends for a long time. You never even hinted about it." She frowned, sounding hurt. "Did Harry know?"

Peter shook his head. He was very glad now that Harry didn't know - having the Green Goblin know his identity would have been deadly.

"I've never told _anyone_. Until today. At first I was afraid of what might happen to me..." He took her hand in his, and added earnestly. "And then later I was afraid of what would happen to my loved ones if one of the criminals I fight found out who I was."

He looked down at his hands, lowering his voice. "After this thing with Kraven... I realized I _can't_ do it all. All this strength, speed, agility - and it's worthless if Kraven uses his knowledge to hurt everyone I love." Then he turned his eyes to Captain Stacy's grizzled, honest face. "I need someone to help me, someone I can trust."

"Then you'll be happy to know that we're one step closer to stopping him." George reached into his pocket and pulled out a plastic evidence bag. Inside it was a swab with a bloody smear on the tip. "Kraven left more behind than just a crowd of sleeping people."

"His blood?" Peter asked, excitement stirring. "Do you think the crime lab will be able to do something?"

"Forensics already has a sample. This one is going to Curt Connors." Stacy stood, placing the evidence bag back into his pocket and straightening his suit jacket. "Now that Kraven has directly threatened ESU, I'm sure I can get his assistance... without linking anything to you, Peter."

This was much more than Peter could have expected. "Thanks."

George nodded. "And now I think I'll let you finish your soup, before your aunt gives me a hard time about letting it go cold... and let you kids talk." He quietly slipped out.

Peter gave Gwen an apologetic look. "So... are we okay?"

She bit her lip. "Let me get a few things straight first... we're the first people you ever told?"

"Yes."

"And all of your weird behavior this year is because of... your other life?"

"Well... that's debatable..." he joked. "But yes."

"And you've been risking your life to save people with no reward?"

"Yes." He sighed. "Unfortunately."

"Including..." Her eyes, just beginning to fill up with tears, caught his own. "...me?"

He imbued the word with an ocean depth's worth of feeling. "_Yes._"

Gwen reached over quickly for a tissue and dabbed her eyes with it. "Thank you, Peter. I..." Her voice choked up and she couldn't finish.

"Gwen, if anything ever happened to you, I don't know _what _I'd do..." He gently lifted her chin with his fingertips, so that he could look directly into her eyes.

Their gazes locked, and something snapped. His lips crashed into her hers, and he pulled her into his arms. She wrapped her hands around his neck and curled her fingers into his hair. She tasted so sweet, so right, it was everything he had wanted but had been too shocked to enjoy the first time they kissed.

And then his spider-sense went off again - but not the type of buzz that signaled danger. He ignored it and deepened the kiss.

The door opened a moment later. "Peter, are you done with your food yet?" Aunt May asked, coming into the room. "You have more visitors... oh my!"

He heard a gasp, a huff of disbelief, and an approving chuckle.

Gwen and Peter turned to see Liz, Flash and MJ in the doorway behind his aunt. Though the others seemed speechless, MJ winked. "Way to go, _Tiger_."


	10. Chapter 10

**Title**: _Distraction_, 10/11  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 10: _2,586 words  
**Betas**: **fictionalknight**, **mark_clark**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's ****Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2. Almost done - there is only going to be one more after this. :)

~o~o~o~o~o~

Peter and Gwen disengaged from each other, cheeks flaming with embarrassment. "Oh, uh, hi..." was the wittiest thing he could think of to say.

He glanced at Gwen to see her studying the floor, a small smile tugging at her lips. She didn't seem triumphant that she had bested the competition at all. If Liz and MJ ever _were_ competition. Liz was just a nice girl who deserved a lot better than that lump of a quarterback, but Peter was not that guy. MJ had proved to be a great friend, and Gwen's biggest fan. Speaking of MJ...

"Looks like you're feeling a lot better." She sauntered over to the other side of the bed and actually ruffled Peter's hair. "Not that I was _really_ worried."

"I'm glad you're okay, Petey." Liz came a couple of steps into the room, but kept her distance. "Was it scary? Being so close to that Kraven guy?"

Peter started to answer, but Flash's snort of laughter cut him off. "Why do you think Parker passed out?"

"It was the gas, genius," Peter grumbled.

Flash ignored him, puffing himself up as much as he could, considering his broken leg. "Kraven... scary? Hah! He's just some Steve Irwin wannabe. Too bad _I_ wasn't there, or he'd already be in custody." He nodded, totally delusional.

"Yeah. Too bad," Peter deadpanned. He wanted to say more, but it wouldn't do to disillusion Flash right now, not if Peter wanted to continue keeping his spider-life a secret.

"Actually," Gwen said, placing her hand possessively on Peter's arm and looking Flash square in the eye. "Peter was rather heroic. He led Kraven's lion and his partner away from me. I'm safe now because of him."

"Wow," Liz said quietly, a little jealous.

"Hmph." Flash wasn't convinced. "Anyway, glad you made it. It would have been a real bummer of a second semester if you'd died." He limped back toward the doorway, gesturing with his head toward the hallway. "Let's go, babe. I wanna get home before the game comes on."

Liz shot him an annoyed look, but followed. "See you at school, Peter."

He smiled and gave her a weak wave. "Thanks for coming, Liz."

Once they were gone, MJ sat in the other chair. "Seriously, you guys, I'm really happy for you. You guys finally have that... talk?"

Peter looked at Gwen with a smile and she returned it easily. "Yeah," Gwen said. "We finally talked about _everything_."

MJ arched an eyebrow. "No more distractions, then?"

Peter laughed. "Gwen will be my distraction." He leaned over to give her a kiss on the cheek.

MJ's eyes sparkled, and she stood. "Well, I'll get going then. Gotta take advantage of the end of winter break, you know." She winked and headed for the door. Before she left, she turned to Gwen. "You take care of him, okay? Sometimes he forgets that he needs saving, too." She was out the door and down the hall before either one of them could respond.

"Does she know?" Gwen asked in a worried voice. "I thought you said that my dad and I were the first ones..."

Peter squeezed Gwen's hand. "You two are the only ones I've _ever_ told, I promise." MJ's cryptic words did bother him, though. He was going to have to ask her just what she meant.

But it would have to wait. Now that he was awake and feeling back to normal, it was time to stop pretending to be an invalid and deal with Kraven... before Kraven could threaten him again. Peter pulled back the covers and stood up. "Even though she may not know it, MJ's right. Spider-Man needs to be saved this time, not the other way around." He held out his hand to Gwen. "Let's figure out how to stop Kraven... together."

~o~o~o~o~o~

Spider-Man, armed with a fresh new costume and mask, soared through the canyons of skyscrapers, senses alert for trouble. Kraven had not shown his face since that day at ESU a week ago. It was both relieving and worrying. If Kraven were anyone else, Peter would assume he was licking his wounds... but he was probably working on a better spider-trap instead.

_As good a hunter as you are, Kraven... how will you fare when you're the prey yourself?_ Peter hoped their plan would work... He had been swinging across the city each night for most of the week, looking for situations where he could help, waiting for Kraven to make his move. And he desperately hoped that the Hunter would show up before Monday, when school was back in session. What if he waited until then... when Peter was actually in class? Captain Stacy was going to be teaching a class at school next semester, but they couldn't count on Kraven deciding to attack during that class period. And the Captain and his men were a key part of this plan.

All Peter could do was continue to be visible, dangling himself as visual and olfactory bait.

Suddenly, his spider-sense tingled. Was this it? The moment of truth? Or, to be more accurate, the moment of deception?

He saw nothing out of the ordinary on the rooftops nearby. No glow of power, no flash of yellow. Yet he could feel the danger very clearly, pounding on his skull from the inside out. As he twisted in the air, he switched on a signal device hidden beneath the glove of his costume...

"Hello, my young friend," a voice called from the shadows.

Peter turned toward the sound, which had seemed to come from a dark alley between two buildings. He couldn't see anything there, or even sense anything. He leapt into the air, away from the voice. Better safe than sorry. "Kraven! How are you even _finding_ me? You have some sort of Spider-GPS system?"

A chuckle resounded, this time from a different direction. "Your surmise is crudely accurate. It is something very much like that."

"Well, where can I get _me_ one of those?" Peter asked, flipping in yet another direction while shooting out a web-line. "I'm always misplacing my keys!"

"I'm afraid this cannot be bought in a store, my boy." Again, the voice was in another location. Peter had not yet seen even a tuft of fur yet.

"What about online?"

Where exactly _was_ Kraven? He seemed to be everywhere at once, trying to distract Peter from his real position.

"What is this, some sort of funhouse magic mirror show? You're a regular Criss Angel!" Peter realized that Calypso had to be helping him somehow.

So they wanted to distract Spider-Man so that the Hunter could catch him unaware? Well, he would beat them at their own game.

Peter pressed the button on his device again - the signal to Captain Stacy and his team that he was proceeding with the next phase of the plan. With one hand, as he swung away with the other, he removed a small, web-wrapped bundle from the waistband of his costume. Within the bundle was a piece of spandex, intensely-saturated with the same pheromone compound used by Kraven on the Christmas Eve bomb.

Dr. Connors had been the key to analyzing the chemical composition of the pheromone. At Captain Stacy's request, he had tested the fabric from Spider-Man's mask and had come up with the answer far more quickly than Peter and Gwen. And all with the warning that he keep the project classified, not telling any of his colleagues - not Dr. Warren, not even his wife - about what he was doing. The Captain explained that Connors could only give the information, and the vial of pheromone compound, straight to himself.

Peter would have loved to be a spider on the wall to watch Dr. Connors' techniques first hand. But he couldn't risk Connors connecting any of this to him, or even to Gwen, now that they were dating.

What to do with the compound once Peter had it became the next problem. Peter had been so fixated on finding an antidote to the compound, something that would erase Kraven's scent from him completely, that he missed the obvious solution.

_"What if..." _Gwen had said during their strategy meeting in the Captain's office,_ "...you didn't try to erase the pheromone scent? What if you made it so everywhere he went, he smelled only that? If he can't pick you out of the crowd because _everyone_ smells like that?"  
_  
Peter smiled beneath his mask as he released the little package high into the air away from him. Kraven would follow that, now, until he realized it was a decoy. But he had hundreds of decoys to follow now. The second signal had activated sprays of pheromone on every major street corner in Manhattan and Queens.

As silently as possible, Peter sped away. Calypso would not be fooled by the pheromone decoys, but he hoped that even if she followed, he would be fast enough to change out of costume and get to safety...

Captain Stacy's patrol car was parked on West 44th Street, just as expected. Peter landed beside it, opening the back door and sliding in. "How's it going?" Peter asked, slipping off his mask.

"The team is getting into position now," George said, eying him through the rearview mirror. "Were you followed?"

"I don't think so... I didn't sense that I was, anyway." Peter quickly stripped out of his costume, changing into a fresh set of clothes folded on the back seat. George averted his eyes, though Peter was getting so used to changing in strange places that he wouldn't have even thought to ask. He bundled up the suit and shoved it into an air-tight plastic bag.

The radio crackled to life_. "Target sighted heading south on 11th Avenue, vehicles in pursuit."  
_  
A SWAT team, combat gear all treated with the pheromone, was herding Kraven in the direction of the police station. A second group was in hiding near the station, completely pheromone-free. They would hopefully be able to escape Kraven's attention until it was too late. They had orders to capture the Hunter, alive.

Peter shook his head, amazed. "I can't believe those guys are willing do this for me..."

George started up the car and moved into traffic. "Though it may not always seem like it, Peter, you have a lot of supporters on the force."

Peter looked out the car window, feeling humbled as he watched the buildings pass. "The way Mr. Jameson is constantly tearing me down, it seems like _everyone_ thinks I'm a menace." He sighed. "And I can't defend myself to the public without risking exposure."

"Many of them have seen how you've helped this city." The Captain caught Peter's eyes in the mirror as he added, "_I've_ seen it."

Peter blushed slightly, and nodded. It was an amazing feeling, having someone on his side. He'd been all alone in this for too long.

Peter and George listened to the radio traffic in silence for the next few minutes. _"Target diverted down West 39th Street. Moving toward your position, Team B."_ Kraven was heading in exactly the direction they wanted. He hoped that all would go according to plan...

The Captain stopped the car about a block from the police station. Peter grabbed his camera from the seat where he'd stashed it before, and slipped out of the patrol car. The Captain continued down the street to join the team guarding the station. Peter blended in with the pedestrians on the street, keeping aware of any danger. But he wasn't sure what he could really do... he had to try to avoid giving Kraven any more proof of his identity.

Peter didn't have to wait long - suddenly, the sound of a police helicopter announced the pursuit was getting closer. He lifted his camera, ready to get shots of whatever he could...

Then: gunfire. People passing on the street cried out and ran for cover. Peter jogged to the police station entrance, and ducked into an alcove.

Kraven came barreling down the one-way street that ran in front of the station, leaping onto cars and across awnings. His eyes flashed, his fur stood on end, and his snarls were audible above the whirring of the helicopters. Behind him came policemen on motorcycles, on foot, and in patrol cars from the side streets.

Kraven was cornered. Which meant he was highly dangerous.

Peter could only hope that Kraven would be so distracted by the overpowering smell of his own pheromone and the noise of the massive chase, that he would miss the final trap...

Just as Kraven crossed 9th Ave, Peter triggered a stream of webbing from two shooters placed on opposite sides of the street. The sticky fluid caught Kraven's legs, and he was yanked into the air, thrashing and screaming. "_Spider-Man!_ You have _disgraced_ the hunt!" Kraven could slice his way out in moments, but that was all the time the team needed.

A barrage of tranquilizer darts hit Kraven. He spasmed in pain and shock, eyes bugging out before going mostly limp.

The police were on him in a flash, binding his arms and legs before cutting him free of the webbing and lowering him to the pavement. Kraven groaned. Peter was amazed - even shot with that much tranquilizer, he was still conscious!

Peter had been taking photos throughout most of the capture - now it was time for a close-up. He made sure he was in Kraven's woozy vision, but out of reach, and took several photos at various angles. Then he pointed to the sky, to a shadowy figure on the top of one of the buildings. "Hey! Is that Spider-Man?"

The police officer next to him, totally unaware that he was standing beside the real Spider-Man, cupped his hands around his mouth and shouted, "We got 'im for you, Wallcrawler!"

The figure waved and disappeared from view.

Peter didn't know who it was, but the Captain had assured him that the young rookie had been eager to help the charade.

Kraven snarled one last time, and he looked toward the top of the building where the faux-Spider-Man had been. "I thought you were honorable..." he muttered. His eyes fluttered and rolled back as he finally passed out.

Peter watched them load Kraven into the armored van heading for the prison at Ryker's Island. He caught Captain Stacy's eye and nodded his thanks. The backdoors slammed shut, and the van drove away.

_Bye, Kraven. You chose the wrong prey.  
_  
As Peter turned to leave, he felt a prickling of his spider-sense. He turned in a quick circle, but did not see any danger at all... only the traffic beginning to clear and go back to normal. He increased his stride, and by the time he was far enough away from the station to web-swing safely home, the danger had passed.

Just after he soared away, a limousine turned onto West 40th Street. Its passenger scanned the street for a particular young man. She hoped she would remember him once she saw him again, but she could not detect him with her magic.

She rubbed at her temple with elegantly manicured fingers, where the cursed web-balls had struck her and taken her short-term memory. She narrowed her eyes in frustration, her other hand curling into the mane of the lion who lay his head in her lap like an overgrown kitten.

"Driver," Calypso commanded, her eyes going red with rage. "Take us home."


	11. Chapter 11

**Title**: _Distraction_, 11/11 (Final Chapter)  
**Author**: **htbthomas**  
**Fandom**: _Spectacular Spider-Man_ animated series  
**Characters**: Peter/Gwen, MJ, Flash, Liz, Captain Stacy  
**Rating**: PG  
**Word Count**: _Part 11: _1,775 words  
**Betas**: **fictionalknight**, **mark_clark**  
**Summary**: Peter still hasn't talked to Gwen about that fateful kiss - he keeps getting distracted. Between his personal life and his spider-life, can he make it work?

**Author's Note**: Set at the beginning of season 2, using episode 2.03 as a jumping off point. Not terribly spoilery, if you haven't seen the first three episodes of season 2.

~o~o~o~o~o~

_"As of last night, Sergei Kravinoff -- otherwise known as Kraven the Hunter -- has been apprehended and put into custody,"_ Captain Stacy addressed the cameras at his mid-morning press conference.

At Peter's house, Gwen squeezed Peter's hand in warm congratulations where she sat beside him on the couch. Peter gave her a smile, gently caressing her hand with his fingers, and then turned back to the television.

_"We have full confidence that Kravinoff will be prosecuted to the full extent of the law,"_ Stacy continued. _"He is a _true_ public menace, and his wanton destruction this Christmas season will not go unpunished... not if I have anything to say about it."_

A reporter's voice rang out from the press contingent in front of the podium. _"Is it true that Spider-Man played a part in Kraven's capture?"_

_"Not only that, Spider-Man played an _integral_ part in Kravinoff's capture. In concert with the genetics laboratory at Empire State University, the police department and Spider-Man were able to set a trap for the criminal. I am certain that Kravinoff would still be at large without Spider-Man's help."_

A new questioner asked, _"So is the department now _actively_ working with Spider-Man? A person considered to be no better than a vigilante?"_

Peter tensed. He recognized the voice: Ben Urich of the _Daily Bugle._

_"Mr. Urich,"_ Stacy said, meeting the investigative reporter's eyes, _"should we work at cross-purposes? Are you implying that we would be more efficient if we failed to share information -- or failed to employ skills offered willingly?"_ Stacy held Urich's eyes a long moment, letting the question hang in the air. _"I am interested in the safety of the people of New York City. And I believe that Spider-Man loves this city as much as I do. As we _all_ do. Should I not employ all resources at my command?"_

The press was silent for a moment. But suddenly the video cut to the studio to avoid any dead air. Peter never got to hear Urich's response, if there was any.

_"An historic event it seems -- the first time the police department has cooperated with our city's own vigilante superhero. Is this a good thing, as Captain George Stacy seems to believe, or a dangerous thing?"_ Peter's free hand tightened in the fabric of the couch cushion. He hoped that Captain Stacy wouldn't suffer too much of a backlash by coming out publicly in support of Spider-Man. _"Here in the studio, we have J. Jonah Jameson of the _Daily Bugle_, one of Spider-Man's most vocal detractors."_

The camera cut to Jameson, who didn't even give his interviewer a chance to ask him his thoughts before launching into a tirade. _"Of _course_ it's dangerous! The police department is _crazy_ to think that they can trust that menace for even an _instant_! Doesn't it seem patently _obvious_ the wall-crawling freak was working with Kraven? By turning his accomplice in, he was covering his own a--"_

The set clicked off then, and Gwen tossed the remote to the side in annoyance. "That's enough of _that_," she said with a huff. "How can you stand to work for him, the way he treats you?"

"I don't really have a choice... he's the only one who wants to buy my pictures on a regular basis." Peter grimaced. "It's sort of a Catch-22."

"Peter," she said, placing a hand on his arm and rubbing it lightly, "you have to know that not everyone thinks that about you. Most people know that Jameson is a big blow hard."

"But enough do, or the _Daily Bugle_ wouldn't sell so many papers with my alter-ego's picture on the front."

Gwen frowned, but she didn't really have a rebuttal. "Well, the people who care about you don't think that. And that's all that matters, right?"

Peter felt a little grin come to his face. Gwen cared about him. That fact was still sinking in. "Right."

She snuggled up closer to him, and laid her head upon his shoulder. "I'm glad it's a slow day for you. We go back to school tomorrow, and I want to spend as much time with you as possible."

"Me too."

They sat like that, not speaking, for several minutes. Peter closed his eyes and just breathed in the scent of her shampoo, enjoying the feel of her arms around his waist. He dropped a gentle kiss on the top of her head, and he could feel her relax even farther into his arms.

"Don't go to sleep, now..." he teased.

"Oh, I'm not sleepy at all," she said, lifting her head to look at him. "In fact, I..." She trailed off, eyes darting to his lips.

He found his gaze drawn to hers as well. An intake of breath, and their mouths came together. The kiss was gentle at first, but quickly deepened into much more. Gwen leaned him back into the cushions of the couch, kissing him more aggressively than she ever had before. He responded by pulling her even closer, wrapping his arms around her.

Peter's thoughts and emotions swirled. He almost couldn't believe he was on the couch, in his own house, making out with Gwen. Oh, they had kissed before. Several times a day since the day he had told her his secret. But not like this, not with this _abandon_. It was almost too good to be true. He was almost expecting Aunt May or Captain Stacy to come walking through the front door at any moment. That was his usual luck.

But he was really kissing Gwen. Gwen, his best friend. Gwen, the girl who stood by him day after day at Midtown High. Gwen, the girl who knew all about his double life and seemed to love him for it all the more.

Gwen, the girl he loved.

It almost made him freeze in place when he thought that, but instead he kissed her even more thoroughly. She made a sound in her throat in appreciation, and brought her hands up to rest on his chest. She pulled away for a moment to look at him and smiled.

"What are you thinking?" he asked. His insides warmed as he looked up at her. He loved the way her hair had begun to escape her headband, wispy golden strands framing her face.

"Just how much I want to keep doing that..."

He completely lost track of time after their lips touched again. His focus was completely on the pressure of her lips, the softness of her hair, the feel of her hands grasping his shirt.

All too soon, Gwen pulled away again. "We'd better stop, your Aunt will be home from the store any time now."

"I'd know before she caught us..." He pointed at his head. "Spider-sense, you know."

She laughed and punched him lightly on the arm before sitting up. She tucked the loose strands of hair behind her ears. "Still, if I look like a mess..."

"You never look like a mess, Gwen," he said, reaching up to tuck a strand she'd missed. "And there's nothing wrong with a little kissing..." He leaned forward to capture her lips again...

This time, his spider-sense _did_ go off, and he veered away at the last moment.

"What...?" she began to ask, but the doorbell's ring answered her question.

_I wonder who _that_ is? MJ, to say hi? Liz, to be sure she hadn't been seeing things? Flash, to play some kind of prank?_ Peter got up and glanced out the window -- there was a fancy convertible he didn't recognize parked in front of the house. He suddenly had a thought -- one that both scared him and filled him with hope at the same time. He walked to the door and peered out of the peephole...

"Wow," he said quietly, and then opened the door.

Harry Osborn stood there, a wide grin growing across his face as soon as he saw Peter. "Hey, Peter. I'm back."

Peter opened his mouth to answer, but Gwen pushed from behind him to bowl Harry over in a big hug. "Harry! You're home!"

Harry's eyes opened wide in surprise as he reacted to Gwen's tackle, but then they closed in happiness. "It's so good to see you again, Gwen."

She let go and stepped back to look at him. "You look great! How was Europe? Are you...?"

"Clean? Yeah." He ran a nervous hand over his curly red hair. "I'm myself again."

All the while, Peter watched the two of them, trying to sense any sort of 'wrongness' from his prodigal friend. Harry said he was 'himself,' but did that mean the old Harry? Or the Green Goblin Harry? Peter waited, but all he could feel was peace.

Peter smiled finally and held out his hand. "Welcome home." Harry took it and Peter pulled him into a tight hug, patting him firmly on the back.

"Thanks, bro," Harry said, warmth in his voice.

Peter stepped back and put an arm around Gwen's shoulders. No point in dragging out the news. "There have been a couple changes since you've been gone..."

Harry looked from Peter to Gwen and back to Peter again. "You... Gwen...?"

Peter tensed, worried that Harry would erupt in shock or anger.

But instead, Harry's eyes brightened. "That's awesome! Congratulations! You guys finally figured it out."

Peter and Gwen looked at each other in surprise.

"Oh, yeah, we all saw it, guys. Only a matter of time before you big brains realized it, too," Harry teased. "Anyway, I came over to see if Peter wanted to go out, maybe see a movie, celebrate our last night of freedom before school. And I was gonna come pick you up next, Gwen." He bounced on his toes, looking hopefully between his two friends. "So whaddaya say?"

"Well... I'd better leave a note for Aunt May..." Peter started.

"And I have to call my Dad..." Gwen added.

"But that sounds great!" Peter finished. And it did. The three of them together again, no worries, no issues, no awkwardness. It really felt like a happy new year.

After calls had been made and notes had been left, the three piled into Harry's convertible. Harry started the car. "Now that you two are a couple, I've got to find _me_ a girl. Got any ideas?" He winked.

"I'm not..." Peter began, but then a face swam in his mind. The face of a girl who deserved someone who would treasure her sweet spirit -- and not run out on her or treat her like a trophy. Liz Allan. "You know what, buddy?" Peter said with a pat on his friend's shoulder. "Maybe I do."

**The End.**

**_A/N 2:_**_ Thank you for all of the comments, reviews and favorites on this story. If you've made it all the way to the end (no matter when you read this), would you please leave me your thoughts?_


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